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                                                                  EXHIBIT 10.15


                         ENDEAVOR PHARMACEUTICALS, INC.

                            2002 STOCK INCENTIVE PLAN

1.       PURPOSE

         This 2002 Stock Incentive Plan (the "Plan") for Endeavor
Pharmaceuticals, Inc. (the "Company") is intended to advance the interests of
the Company through providing select current and prospective key employees,
directors, and consultants of the Company with the opportunity to acquire
Shares. By encouraging such stock ownership, the Company seeks to attract,
retain and motivate the best available personnel for positions of substantial
responsibility and to provide additional incentives to directors, consultants,
and key employees of the Company to promote the success of the business.

2.       DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
meanings indicated:

         (a)      "Accelerating Event" shall mean (i) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation in which the voting securities of the Company outstanding
immediately prior to the merger or consolidation would cease to continue to
represent (either by remaining outstanding or being converted into voting
securities of the surviving entity) at least 51% of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, (ii) more than 30% of the
Company's then outstanding voting securities are acquired by any person or Group
of Persons, (iii) individuals who constituted the Board when this Plan was
adopted (or their approved replacements, as defined below) cease for any reason
to constitute a majority of the Board, (iv) the stockholders of the Company
approve a sale or other disposition of all or substantially all of the Company's
assets, or (v) the Company's shareholders approve a plan or proposal for
liquidation or dissolution of the Company. For purposes of (iii) above, a new
member of the Board shall be considered an "approved replacement" if his or her
election (or nomination for election) was approved by a vote of at least
two-thirds of the members of the Board then still in office who were either
Board members when this Plan was adopted or were themselves approved as
replacement Board members.

         (b)      "Award" shall mean any award made pursuant to this Plan,
including Options, Stock Appreciation Rights, Restricted Shares, Deferred
Shares, and Phantom Rights.

         (c)      "Award Agreement" shall mean any written document setting
forth the terms and conditions of an Award, as prescribed by the Committee.

         (d)      "Board" shall mean the Board of Directors of the Company.

         (e)      "Cause" shall have the meaning explicitly set forth in the
then-effective employment or consulting agreement between the Participant and
the Company or any Parent or Subsidiary of the Company. If no such agreement
exists, "Cause" means the Company's good faith belief that it has cause to
terminate the Participant's service. "Cause" shall include, but not be limited
to: (i) the Participant's refusal to follow the Company's lawful directions or
the


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Participant's material failure to perform his or her duties (other than by
reason of physical or mental illness, injury, or condition), in either case,
after the Participant has been given notice of the default and a reasonable
opportunity to cure it; (ii) the Participant's material failure to comply with
Company policies; (iii) conduct that is or may be unlawful or disreputable, to
the possible detriment of the Company or the Participant's own reputation; or
(iv) the Participant becoming insolvent or filing for bankruptcy.

         (f)      "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         (g)      "Committee" shall mean (i) the committee that the Board
appoints to administer the Plan under Section 3(a) of the Plan, and (ii) any
committee of Delegated Officers whom the Board authorizes to make Awards
pursuant to Section 3(c) of the Plan.

         (h)      "Common Stock" shall mean the Common Stock, $0.01 par value,
of the Company.

         (i)      "Company" shall mean Endeavor Pharmaceuticals, Inc., a
Delaware corporation.

         (j)      "Deferred Shares" shall mean shares of Common Stock credited
under Section 10 of this Plan.

         (k)      "Delegated Officer" has the meaning set forth in Section 3(c)
of this Plan.

         (l)      "Disability" shall mean a Participant is unable to engage in
employment or any other substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to last for a
continuous period of not less than 12 months. The determination of whether a
Participant suffers from a Disability shall be made in the Committee's sole
discretion.

         (m)      "Exchange Act" shall mean the Securities and Exchange Act of
1934, as amended and the rules and regulations promulgated thereunder.

         (n)      "Exercise Price" shall mean the price per Share at which an
Option or Stock Appreciation Right may be exercised.

         (o)      "Fair Market Value" per share as of a particular date shall
mean (i) the closing sales price per share of Common Stock on the principal
national securities exchange, if any, on which the shares of Common Stock shall
then be listed for the last preceding date on which there was a sale of such
Common Stock on such exchange, or (ii) if the shares of Common Stock are not
then listed on a national securities exchange, the last sales price per share of
Common Stock entered on a national inter-dealer quotation system for the last
preceding date on which there was a sale of such Common Stock on such national
inter-dealer quotation system, or (iii) if no closing or last sales price per
share of Common Stock is entered on a national inter-dealer quotation system,
the average of the closing bid and asked prices for the shares of Common Stock
in the over-the-counter market for the last preceding date on which there was a
quotation for such Common Stock in such market, or (iv) if no price can be
determined under the preceding alternatives, then the price per share as most
recently determined by the Board, which shall make such determinations of value
at least once annually.


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         (p)      "Good Reason" shall mean any of the following events, which
has not been either consented to in advance by the Participant in writing or
cured by the Company within a reasonable period of time not to exceed 20 days
after the Participant provides written notice thereof: (i) the requirement that
the Participant's principal service for the Company be performed more than 30
miles from the Participant's primary office as of an Accelerating Event (as
defined in Section 12 hereof), (ii) other than as part of an across-the-board
reduction affecting all similarly-situated employees, a material reduction in
the Participant's base compensation in effect immediately before the
Accelerating Event; (iii) other than as part of an across-the-board reduction
affecting all similarly-situated employees, the failure by the Company to
continue to provide the Participant with the same level of overall compensation
and benefits provided immediately before the Accelerating Event, or the taking
of any action by the Company which would directly or indirectly reduce any of
such benefits or deprive the Participant of any material fringe benefit; (iv)
the assignment to the Participant of duties and responsibilities materially
different from those associated with his position immediately before the
Accelerating Event; or (v) a material diminution or reduction, on or after an
Accelerating Event, in the Participant's responsibilities or authority,
including reporting responsibilities in connection with the Participant's
service with the Company.

         (q)      "Group of Persons" -- a "group" as such term is defined in
Section 13(d) and 14(d) of the Exchange Act.

         (r)      "Incentive Stock Option" shall mean one or more Options to
purchase Common Stock which, at the time such Options are granted under this
Plan or any other such plan of the Company, qualify as incentive stock options
under Section 422 of the Code.

         (s)      "Named Executive" shall mean any individual who, on the last
day of the Company's fiscal year, is the chief executive officer of the Company
(or is acting in such capacity) or among the four most highly compensated
officers of the Company (other than the chief executive officer), as determined
under the Exchange Act's executive compensation disclosure rules.

         (t)      "Non-Qualified Option" shall mean any Option that is not an
Incentive Stock Option.

         (u)      "Option" shall mean an Incentive Stock Option and/or a
Non-Qualified Option.

         (v)      "Optioned Shares" shall mean Shares subject to an Option
granted pursuant to this Plan.

         (w)      "Parent" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if, at the time of
granting an Option, each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

         (x)      "Participant" shall mean any person who receives an Award
pursuant to this Plan.

         (y)      "Phantom Rights" shall have the meaning set forth in Section
11(a) of this Plan.


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         (z)      "Plan" shall mean this Stock Incentive Plan.

         (aa)     "Restricted Shares" shall mean Shares subject to restrictions
imposed pursuant to Section 9 of this Plan.

         (bb)     "Share" shall mean one share of Common Stock.

         (cc)     "Stock Appreciation Right" shall mean the right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of Common Stock pursuant to Section 8 of this Plan.

         (dd)     "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting an Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         (ee)     "Ten Percent Stockholder" shall mean a Participant who, at the
time an Option is granted, owns directly or indirectly (within the meaning of
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, its Parent
or a Subsidiary.

3.       GENERAL ADMINISTRATION

         (a)      The Plan shall be administered by a Committee which shall be
appointed by and serve at the pleasure of the Board. The extent required to
qualify for a SEC Rule 16(b)(3) exemption, all actions relating to Awards to
persons subject to Section 16 of the Exchange Act shall be taken by the Board
unless each person who serves on the Committee is a "non-employee director"
within the meaning of Rule16(b)-3. All actions relating to Awards to Named
Executives shall be taken only by two or more members of the Board who are
"outside directors" within the meaning of Code 162(m).

         (b)      The Committee shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Options; to determine the Exercise Price; to determine the persons to
whom, and the time or times at which, Options shall be granted; to determine the
number of shares to be covered by each Option; to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Award Agreements (which need not be
identical) entered into in connection with Options granted under the Plan; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan. Actions of the Committee shall be taken by a
majority vote of its members or by a written instrument signed by a majority of
its members.

         (c)      Notwithstanding any provision to the contrary in Section 3(b)
of this Plan, the Board may from time to time authorize one or more officers of
the Company (each such officer, a "Delegated Officer") to do one or both of the
following: (i) designate officers and employees


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of the Company or any Subsidiary to be granted Options; and (ii) determine the
number of Options to be granted to such officers and employees; provided,
however, that the Board may not authorize any Delegated Officer to grant an
Option to (i) himself or herself, (ii) any Named Executive, or (iii) any officer
or employee who is a reporting person for purposes of SEC Rule 16. The Board
resolution providing such authorization shall specify both the total number of
Options that such Delegated Officer or Officers may grant and the formula for
determining the Exercise Price for each Option granted hereunder, provided that
the authorized Exercise Price shall be deemed to be the Fair Market Value of the
underlying Shares if the Board does not specify a different formula for
determining the Exercise Price for particular grants. Except as expressly
provided herein, nothing in this Section 3(c) shall be construed as creating any
limitations on the power or authority of the Board and the Committee to
administer and operate the Plan.

         (d)      The Committee's determinations under this Plan need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Awards (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Committee shall
be entitled, among other things, to make nonuniform and selective determinations
which may, inter alia, reflect the specific terms of individual employment
agreements, and to enter into nonuniform and selective Award Agreements, as to
the persons to receive Awards and the terms and conditions of Awards.

         (e)      No member of the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder.

4.       GRANTING OF AWARDS

         The Committee may grant Awards under the Plan at any time during the
term of the Plan (as established pursuant to Section 16).

5.       ELIGIBILITY

         (a)      The Committee may grant Awards to any director, officer, key
employee or outside consultant of the Company or any Subsidiary, as well as to
any prospective director, officer, key employee, or outside consultant of the
Company or any Subsidiary as an inducement for such person to perform services
for the Company or any Subsidiary; provided that an Award Agreement may contain
terms and conditions providing for the termination of an inducement Award in the
event that a recipient thereof is not retained to perform services for the
Company with the period specified therein. In determining from time to time the
officers and employees to whom Awards shall be granted and the number of shares
to be covered by each Awards, the Committee shall take into account the duties
of the respective officers and employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee shall deem relevant in connection with accomplishing the purposes of
the Plan.

         (b)      At the time of the grant of each Option under the Plan, the
Committee shall determine whether or not such Option is to be designated an
Incentive Stock Option. Incentive Stock Options shall not be granted to a
director or a consultant who is not an employee of the Company. The length of
the exercise period of Incentive Stock Options shall be governed by


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Section 7(d)(2) of the Plan; the exercise period of all other Options will be
governed by Section 7(d)(3).

         (c)      An Option designated as an Incentive Stock Option can, prior
to its exercise, be changed to a Non-Qualified Option if the Participant
consents to amend his Award Agreement to provide that the exercise period of
such Option will be governed by Section 7(d)(2) of the Plan.

6.       STOCK

         The stock subject to Awards shall be shares of the Common Stock. Such
shares may, in whole or in part, be authorized but unissued shares contributed
directly by the Company or shares which shall have been or which may be acquired
by the Company. The aggregate number of shares of Common Stock as to which
Awards may be granted from time to time under the Plan shall be 500,000 shares,
with a limit of [__________] shares per Participant during the term of the Plan.
The limitations established by the preceding sentence shall be subject to
adjustment as provided in Section 12 hereof. If any outstanding Awards under the
Plan for any reason expires or is cancelled or terminated without having been
exercised or vested in full, the shares of Common Stock allocable to the
unexercised or unvested portion of such Award shall (unless the Plan shall have
been terminated) become available for subsequent grants of Awards under the
Plan.

7.       TERMS AND CONDITIONS OF OPTIONS

         Each Option granted pursuant to the Plan shall be evidenced an Award
Agreement in such forms as the Committee may from time to time approve. Options
shall comply with and be subject to the following terms and conditions:

         (a)      EXERCISE PRICE. Each Option shall state the Exercise Price,
which in the case of Incentive Stock Options shall be not less than one hundred
percent (100%) of the Fair Market Value of the shares of Common Stock on the
date of grant of the Option; provided, however, that in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, the Exercise Price shall not
be less than one hundred ten percent (110%) of such Fair Market Value. The
Exercise Price per share for Non-Qualified Options shall also not be less than
the Fair Market Value of a share of Common Stock on the effective date of grant
of the Option. The Exercise Price shall be subject to adjustment as provided in
Section 12 hereof. The date on which the Committee adopts a resolution expressly
granting an Option shall generally be considered the day on which such Option is
granted. However, the Committee may, in its sole discretion, grant a series of
sequential Options to a Participant pursuant to a single resolution adopted by
the Committee. Such a series of sequential Options will be treated as granted as
of the specific future dates designated by the Committee and such Options will
have an Exercise Price determined in each case by reference to the Fair Market
Value of Common Stock as of the respective future dates as of which the Options
are deemed granted. For example, as of May 15, 2002, the Committee could, in its
sole discretion, grant a series of Options to a Participant equal to 1,000
shares of Common Stock which could be deemed by the Committee to be granted at
the rate of 250 shares as of June 1, 2002 and at the rate of 250 shares as of
the first day of each of the next three calendar months thereafter for an
Exercise Price in each case equivalent to the Fair Market Value of 250 shares of
Common Stock as of each of the deemed grant days.


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         (b)      VALUE OF SHARES. Options may be granted to any eligible person
for shares of Common Stock of any value, provided that the aggregate Fair Market
Value (determined at the time the Option is granted) of the stock with respect
to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year (under all the plans of the Company, its
Parent and its Subsidiaries) shall not exceed $100,000. Options designated as
Incentive Stock Options that exceed this limitation shall be treated as
Non-Qualified Options.

         (c)      MEDIUM AND TIME OF PAYMENT. The Exercise Price shall be paid
in full, at the time of exercise, in cash or cashier's check and, with the
approval of the Committee, in one or more of the following methods:

                  (1)      the delivery of shares of Common Stock having a Fair
Market Value in the aggregate equal to such Exercise Price, provided that any
shares of Common Stock used to pay the Exercise Price must have been held by the
Participant for no less than six (6) months;

                  (2)      by cancellation of indebtedness of the Company to the
Participant;

                  (3)      by waiver of compensation due or accrued to
Participant for services rendered;

                  (4)      provide that a public market for the Company's stock
exists, (1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option
and to sell a portion of the Shares so purchased to pay for the Exercise Price
and whereby NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to Company, or (2) through a "margin"
commitment from Participant and an NASD Dealer whereby Participant irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security foe a loan from the NASD Dealer in the
amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price directly to the
Company; or

                  (5)      such other form of payment as the Committee may, in
its discretion, approve.

         (d)      TERM AND EXERCISE OF OPTIONS

                  (1)      Unless otherwise provided in an Award Agreement,
employment agreement, or consulting agreement, each Option shall become vested
and first exercisable with respect to twenty-five percent (25%) of the Shares on
the first anniversary of the grant date and thereafter at the end of each full
succeeding month after the first anniversary of the grant date an additional
2.0833% of the Shares will become vested until the Shares are vested with
respect to one hundred percent (100%) of the Shares. If application of the
vesting percentage causes a fractional share, such share shall be rounded down
to the nearest whole for each month except for the last month at which the
Option shall become vested and exercisable for the full remainder of the Shares.


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                  (2)      Incentive Stock Options shall be exercisable over the
exercise period specified by the Committee in the Award Agreement, but in no
event shall such period exceed ten (10) years from the date of the grant of each
such Incentive Stock Option; provided, however, that in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, the exercise period shall not
exceed five (5) years from the date of grant of such Option.

                  (3)      Non-Qualified Options shall be exercisable over a
period specified by the Committee in the Award Agreement, but in no event shall
such period exceed ten (10) years from the date of the grant of each such
Non-Qualified Option.

                  (4)      The exercise period of any Option shall be subject to
earlier termination as provided in Section 7(f) and 7(g) hereof. An Option may
be exercised, as to any or all full shares of Common Stock as to which the
Option has become exercisable, by giving written notice of such exercise to the
Committee; provided that an Option may not be exercised at any one time as to
less than 100 shares (or such number of shares as to which the Option is then
exercisable if such number of shares is less than 100).

                  (5)      The Committee may unilaterally and without advance
notice to any Participant cancel any Option with respect to which the Exercise
Price per Share is more than twice the Fair Market Value per Share both on the
date of the cancellation and for a continuous period of 3 months before that
date. In consideration for this cancellation, the Committee shall make a cash
payment, to each Participant whose Options are cancelled, in an amount that is
not less than the product of (i) the number of Shares that the Participant had
the vested right to purchase through exercise of the Option immediately before
its cancellation, (ii) 33% of the Fair Market Value per Share on the date
cancelled, and (ii) the ratio of such Fair Market Value to the cancelled
Option's Exercise Price per Share.

         (e)      DIVIDEND EQUIVALENCY. Any Option may, in the discretion of the
Committee, provide for dividend equivalency rights under which the Participant
shall be entitled to additional payments, in the nature of compensation, equal
to the amount of dividends which would have been paid, during the period such
Option is held, on the number of shares of Common Stock equal to the number of
shares subject to such Option.

         (f)      TERMINATION OF SERVICE. Except as provided in this Section
7(f) and Section 7(g) hereof, an Option may only be exercised by persons who are
employees, directors, or outside consultants of the Company or any Parent or
Subsidiary of the Company (or a corporation or a Parent or Subsidiary of such
corporation issuing or assuming the Option in a transaction to which Section
424(a) of the Code applies), who have remained continuously in service with the
Company or any Parent of Subsidiary of the Company since the date of grant of
the Option.

         Unless an Award Agreement, employment agreement, or consulting
agreement provides otherwise, in the event a Participant shall terminate service
with the Company (other than by reason of Disability or death), all Options or
unexercised portions thereof granted to such Participant which are then
exercisable may, unless earlier terminated in accordance with their terms, be
exercised within 3 months after such termination; provided, however, that if the
Participant's service with the Company shall terminate for Cause, all Options
theretofore granted


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to such Participant shall, to the extent not theretofore exercised, terminate
forthwith. Nothing in the Plan or in any Option granted pursuant hereto shall
confer upon a Participant any right to continue in the service of the Company or
any of its divisions or Parent or Subsidiaries or interfere in any way with the
right of the Company or any such divisions or Parent or Subsidiary to terminate
or change the terms of such service at any time.

         Unless an Award Agreement provides otherwise, a Participant's changes
or changes in status between employee and director shall not be considered a
termination or break in continuity of employment for any purpose of the Plan.
The Committee may, in its discretion, provide similar treatment for changes in
the status of any outside consultant, and may so provide in an Award Agreement
or future modification thereof.

         (g)      DISABILITY OR DEATH OF PARTICIPANT. Unless an Award Agreement,
employment agreement, or consulting agreement provides otherwise, if a
Participant shall suffer from a Disability or die while in service with the
Company or any Parent or Subsidiary of the Company, all Options theretofore
granted to such Participant may, unless earlier terminated in accordance with
their terms and to the extent already vested and exercisable, be exercised by
the Participant, by the personal representative of the Participant's estate or
by a person who acquired the right to exercise such Option by bequest or
inheritance or otherwise by reason of death of the Participant, at any time
within one year after the date of Disability or death of the Participant.


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8.       Stock Appreciation Rights

         (a)      GRANTING OF STOCK APPRECIATION RIGHTS. In its sole discretion,
the Committee may from time to time grant Stock Appreciation Rights to
Participants either in conjunction with, or independently of, any Options
granted under the Plan. A Stock Appreciation Right granted in conjunction with
an Option may be an alternative right wherein the exercise of the Option
terminates the Stock Appreciation Right to the extent of the number of shares
purchased upon exercise of the Option and, correspondingly, the exercise of the
Stock Appreciation Right terminates the Option to the extent of the number of
Shares with respect to which the Stock Appreciation Right is exercised.
Alternatively, a Stock Appreciation Right granted in conjunction with an Option
may be an additional right wherein both the Stock Appreciation Right and the
Option may be exercised. A Stock Appreciation Right may not be granted in
conjunction with an Incentive Stock Option under circumstances in which the
exercise of the Stock Appreciation Right affects the right to exercise the
Incentive Stock Option or vice versa, unless the Stock Appreciation Right, by
its terms, meets all of the following requirements: (1) the Stock Appreciation
Right will expire no later than the Incentive Stock Option; (2) the Stock
Appreciation Right may be for no more than the difference between the Exercise
Price of the Incentive Stock Option and the Fair Market Value of the Shares
subject to the Incentive Stock Option at the time the Stock Appreciation Right
is exercised; (3) the Stock Appreciation Right is transferable only when the
Incentive Stock Option is transferable, and under the same conditions; (4) the
Stock Appreciation Right may be exercised only when the Incentive Stock Option
may be exercised; and (5) the Stock Appreciation Right may be exercised only
when the Fair Market Value of the Shares subject to the Incentive Stock Option
exceeds the Exercise Price of the Incentive Stock Option.

         (b)      EXERCISE PRICE. The Exercise Price as to any particular Stock
Appreciation Right shall not be less than the Fair Market Value of the Optioned
Shares on the date of grant.

         (c)      TIMING OF EXERCISE. The provisions of Section 7 regarding the
period of exercisability of Options are incorporated by reference herein, and
shall determine the period of exercisability of Stock Appreciation Rights.

         (d)      EXERCISE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation
Right granted hereunder shall be exercisable at such times and under such
conditions as shall be permissible under the terms of the Plan and of the Award
Agreement granted to a Participant, provided that a Stock Appreciation Right may
not be exercised for a fractional Share. Upon exercise of a Stock Appreciation
Right, the Participant shall be entitled to receive, without payment to the
Company, an amount equal to the excess of (or, in the discretion of the
Committee if provided in the Award Agreement, a portion of) the excess of the
then aggregate Fair Market Value of the number of Optioned Shares with respect
to which the Participant exercises the Stock Appreciation Right, over the
aggregate Exercise Price of such number of Optioned Shares. This amount shall be
payable by the Company, at the discretion of the Committee, in cash or in Shares
valued at the then Fair Market Value thereof, or any combination thereof.

         (e)      PROCEDURE FOR EXERCISING STOCK APPRECIATION RIGHTS. To the
extent not inconsistent herewith, the provisions of Section 7 as to the
procedure for exercising


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Options are incorporated by reference, and shall determine the procedure for
exercising Stock Appreciation Rights.

9.       Restricted Share Awards

         (a)      GRANTS. The Committee shall have the discretion to grant
Restricted Share Awards to Participants. As promptly as practicable after a
determination is made that a Restricted Share Award is to be made, the Committee
shall notify the Participant in writing of the grant of the Award, the number of
Shares covered by the Award, and the terms upon which the Shares subject to the
Award may be earned. The date on which the Committee so notifies the Participant
shall be considered the date of grant of the Restricted Share Awards. The
Committee shall maintain records as to all grants of Restricted Share Awards
under the Plan.

         (b)      EARNING SHARES. Unless the applicable Award Agreement
otherwise provides, Shares subject to Restricted Share Awards shall be earned
and become non-forfeitable by a Participant according to the schedule set forth
in Section 7(d)(1), provided the Participant is a director, officer, employee or
consultant on the scheduled vesting date.

         (c)      ACCRUAL OF DIVIDENDS. Whenever Restricted Shares are paid to a
Participant under this Plan, the Participant shall also be entitled to receive,
with respect to each Restricted Share paid, an amount equal to any cash
dividends and a number of shares of Common Stock equal to any stock dividends
declared and paid with respect to a share of Common Stock between the date the
relevant Restricted Share Award was initially granted to such Participant and
the date the Restricted Shares are being distributed. The Committee may also, in
its discretion distribute an appropriate amount of net earnings, if any, with
respect to any cash dividends paid between the grant date of the Restricted
Share Award and the distribution date of the Restricted Shares.

         (d)      DISTRIBUTION OF RESTRICTED SHARES.

                  (1)      TIMING OF DISTRIBUTIONS; GENERAL RULE. Except as
otherwise expressly stated in this Plan, the Committee shall distribute
Restricted Shares and accumulated dividends and interest to the Participant or
his beneficiary, as the case may be, as soon as practicable after they have been
earned. No fractional shares shall be distributed.

                  (2)      FORM OF DISTRIBUTION. The Committee shall distribute
all Restricted Shares, together with any shares representing stock dividends, in
the form of Common Stock. One share of Common Stock shall be given for each
Restricted Share earned. Payments representing cash dividends (and earnings
thereon) shall be made in cash.

         (e)      DEFERRAL ELECTIONS. If expressly authorized in an Award
Agreement a Participant who is a member of a select group of management or
highly compensated employees (within the meaning of the Employee Retirement
Income Security Act of 1974, as amended) may irrevocably elect, at any time at
least 12 months prior to the date on which a Participant becomes vested in any
shares subject to his or her Restricted Share Award, to defer the receipt of all
or a percentage of the Restricted Shares that would otherwise be transferred to
the Participant upon the vesting of such Award pursuant to Section 10 of this
Plan. If such an election is made, the


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<PAGE>

Restricted Shares shall be credited to the Participant's account as Deferred
Shares on the date such Restricted Shares would otherwise have been distributed
to the Participant.

10.      Deferral Elections by Participants.

         (a)      ELECTIONS TO DEFER. The Committee may, in its discretion,
authorize any Participant who is a director, consultant, or member of a select
group of management or highly compensated employees (within the meaning of the
Employee Retirement Income Security Act of 1974, as amended) to irrevocably
elect to forego the receipt of cash compensation and in lieu thereof to have the
Company credit Deferred Shares to an account payable to the Participant. Each
election shall take effect five business days after its delivery to the
Committee, unless in the meantime the Committee sends the Participant a written
notice explaining why the election is invalid. Notwithstanding the foregoing
sentence, elections shall be ineffective with respect to any compensation that a
Participant earns before the date on which the Committee receives the election.

         (b)      CASH EARNINGS ON DEFERRED SHARES. On the last day of each
fiscal year of the Company, the Committee shall credit to the Participant's
account a number of Deferred Shares having a value equal to the sum of any cash
dividends paid on Deferred Shares previously credited to the Participant's
account. The Committee shall hold each Participant's Deferred Shares until
distribution is required pursuant to subsection (c) hereof.

         (c)      DISTRIBUTIONS OF DEFERRED SHARES AND EARNINGS. The Committee
shall distribute a Participant's Deferred Shares in five substantially equal
annual installments that are paid before the last day of each of the five fiscal
years of the Company that end after the date on which the Participant's
continuous service terminates, unless the Participant has properly elected a
different form of distribution pursuant to an election (on a Form that the
Committee approves) that the Committee receives either more than 90 days before
an Accelerating Event or more than one year before the date on which the
Participant's continuous service terminates for any reason.

         (d)      HARDSHIP WITHDRAWALS. Notwithstanding any other provision of
the Plan or a Participant's election hereunder, in the event the Participant
suffers an unforeseeable hardship within the contemplation of this subsection,
the Participant may apply to the Committee for an immediate distribution of all
or a portion of his Deferred Shares. The hardship must result from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, casualty loss of property, or other similar conditions beyond the
control of the Participant. Examples of purposes which are not considered
hardships include post-secondary school expenses or the desire to purchase a
residence. In no event will a distribution be made to the extent the hardship
could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant's nonessential assets to the
extent such liquidation would not itself cause a severe financial hardship. The
amount of any distribution hereunder shall be limited to the amount necessary to
relieve the Participant's financial hardship. The determination of whether a
Participant has a qualifying hardship and the amount which qualifies for
distribution, if any, shall be made by the Committee in its sole discretion. The
Committee may require evidence of the purpose and amount of the need, and may
establish such application or other procedures as it deems appropriate.


                                       12
<PAGE>

         (e)      RIGHTS TO DEFERRED SHARES. A Participant may not assign his or
her claim to Deferred Shares during his or her lifetime. A Participant's right
to Deferred Shares shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. The right of the Participant or his or
her beneficiary to receive benefits hereunder shall be solely an unsecured claim
against the general assets of the Company. Neither the Participant nor his or
her beneficiary shall have any claim against or rights in any specific assets,
shares, or other funds of the Company.

11.      PHANTOM RIGHTS

         (a)      AWARDS. Awards of rights ("Phantom Rights") that relate
indirectly to shares of Common Stock may be made under this Plan and set forth
in an applicable Award Agreement. The Committee may, but shall not be required
to, make Awards of Phantom Rights. Subject to the terms of this Plan, the
Committee shall determine the terms of Phantom Rights Awards, may in its
discretion provide for their settlement in cash, Restricted Shares or other
consideration, and may impose different terms and conditions on a Phantom Rights
Award than on any other Award made to the same recipient or other Award
recipients.

         (b)      EXERCISE OF PHANTOM RIGHTS. Unless an Award Agreement provides
otherwise, Phantom Rights Awards become vested according to the schedule set
forth in Section 7(d)(1).

         (c)      PAYMENT OF PHANTOM RIGHTS. Upon exercise of a vested Phantom
Right, the holder thereof shall be entitled to receive a payment in respect of
such Phantom Right calculated using the formula set forth in the Award Agreement
(which shall relate to Shares available for Awards under the Plan).

         (d)      FORFEITURE OF PHANTOM RIGHTS. In making an Award of Phantom
Rights, the Committee may impose a requirement that the recipient remain in the
employment or service (including service as an advisor or consultant) of the
Company or any Parent Corporation or Subsidiary for a specified minimum period
of time, or else forfeit all or a portion of such Phantom Rights Right which has
not been exercised, whether or not vested. Whether or not vested, a Phantom
Rights Award shall expire on the earlier of (a) the expiration of the tandem
Option or Restricted Share, if applicable, or (b) the expiration date set forth
in the Award Agreement. The Committee shall have authority to determine whether
to accelerate the termination of any forfeiture provisions contained in any
applicable Award Agreement.

         (e)      RIGHTS AS STOCKHOLDER; DIVIDENDS. A recipient of a Phantom
Rights Award shall have no rights as a stockholder with respect to any Phantom
Rights.

12.      EFFECT OF CERTAIN CHANGES

         (a)      If there is any change in the number of shares of Common Stock
through the declaration of stock dividends, recapitalization resulting in stock
splits, or combinations or exchanges of such shares, then the number of shares
of Common Stock available for Awards, the number of such shares covered by
outstanding Awards, and the price per Share pertaining to such Awards, shall be
proportionately adjusted to reflect any increase or decrease in the number


                                       13
<PAGE>

of issued shares of Common Stock; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.

         (b)      Unless an Award Agreement, employment agreement, or consulting
agreement provides otherwise, all outstanding Awards shall become fully vested
and exercisable immediately prior to an Accelerating Event. Following an
Accelerating Event (except for an event described in Section 2(a)(iii) the
Committee shall promptly make an appropriate adjustment to the number and class
of shares of Common Stock available for Awards, and to the amount and kind of
shares or other securities or property receivable upon exercise or vesting of
any outstanding Awards after the effective date of such transaction, and the
price thereof (if applicable).

         (c)      In case of any consolidation or merger of another corporation
into the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination, but including any change in such shares into two or
more classes or series of shares), the Committee may provide that the holder of
each Option or Stock Appreciation Right then exercisable shall have the right to
exercise such Option or Stock Appreciation Right solely for the kind and amount
of shares of stock and other securities (including those of any new direct or
indirect parent of the Company), property, cash or any combination thereof
receivable by the holder of the number of shares of Common Stock for which such
Option or Stock Appreciation Right might have been exercised upon such
reclassification, change, consolidation or merger.

         (d)      In the event of a change in the Common Stock as presently
constituted, which is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

         (e)      To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Option granted pursuant to this Plan and designated an
Incentive Stock Option shall not be adjusted in a manner that causes the Option
to fail to continue to qualify as an Incentive Stock Option within the meaning
of Section 422 of the Code.

         (f)      Except as hereinbefore expressly provided in this Section 12,
a Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, or consolidation, and any issue
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of shares of
Common Stock subject to an Award. The grant of an Award pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business


                                       14
<PAGE>

structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

13.      RIGHTS AS A stockholder; NONTRANSFERABILITY.

         (a)      A Participant or a transferee of an Award shall have no rights
as a stockholder with respect to any Shares covered by such Award until the date
of the issuance of a stock certificate such Participant or transferee for such
Shares. No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 7(e) or Section 12 hereof.

         (b)      Awards are nontransferable except as provided in this
paragraph and as the Committee may otherwise provide. Awards may be transferred
by will or by the laws of descent and distribution. Unless otherwise provided in
an Award Agreement, a Participant may give an Award that is not an Incentive
Stock Option to an immediate family member, to a partnership or trust solely
benefiting the Participant or immediate family members, or to an inter vivos
trust or testamentary trust from which the Award (or the Award proceeds) will be
transferred after the Participant's death. An immediate family member is a
Participant's natural or adopted child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law. A transfer shall
not relieve a Participant from his or her obligations under this Plan or the
applicable Award Agreement with respect to the transferred Award or Award
proceeds.

14.      OTHER PROVISIONS. The Award Agreements authorized under the Plan shall
contain such other provisions, including, without limitation, (i) the imposition
of restrictions upon the exercise of rights pertaining to an Award and (ii) the
inclusion of any condition not inconsistent with an Option designated by the
Committee as an Incentive Stock Option qualifying as an Incentive Stock Option,
as the Committee shall deem advisable, including provisions with respect to
compliance with federal and applicable state securities laws. In furtherance of
the foregoing, at the time of any exercise of rights pertaining to an Award, the
Committee may, if it shall determine it necessary or desirable for any reason,
require the Participant as a condition to the exercise thereof, to deliver to
the Committee a written representation of the Participant's present intention to
purchase the Common Stock for investment and not for distribution. If such
representation is required to be delivered, an appropriate legend may be placed
upon each certificate delivered to the Participant upon his exercise of part or
all of the rights pertaining to an Award and a stop transfer order may be placed
with the transfer agent. Each such Award shall also be subject to the
requirement that, if at any time the Committee determines, in its discretion,
that either (i) the listing, registration or qualification of Common Stock
subject to an Award upon any securities exchange or under any state, federal or
foreign law, or (ii) the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issue or purchase of Common Stock thereunder, the rights pertaining to an Award
may not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. A Participant shall not have the
power to require or oblige the Company to register any Common Stock subject to
an Award.


                                       15
<PAGE>

15.      AGREEMENT BY PARTICIPANT REGARDING WITHHOLDING TAXES

         (a)      No later than the date of exercise of any Option or Stock
Appreciation Right, or the distribution of Shares to a Participant pursuant to a
Restricted Share or Deferred Share Award, the Participant shall pay to the
Company or make arrangements satisfactory to the Committee regarding payment of
any federal, state or local taxes of any kind required by law to be withheld,
and may satisfy minimum withholding consequences through the surrender of shares
subject to the Award; and

         (b)      The Company shall, to the extent permitted or required by law,
have the right to deduct from any payment of any kind otherwise due to the
Participant any federal, state or local taxes of any kind required by law to be
withheld with respect to an Award.

16.      TERM OF PLAN

         Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date on which the Plan is adopted by the
Board, provided that no Awards granted under the Plan shall become effective,
vested, or exercisable unless and until the Plan shall have been approved by the
Company's stockholders.

17.      SAVINGS CLAUSE

         Notwithstanding any other provision hereof, this Plan is intended to
qualify as a plan pursuant to which Incentive Stock Options may be issued under
Section 422 of the Code. If this Plan or any provision of this Plan shall be
held to be invalid or to fail to meet the requirements of Section 422 of the
Code or the regulations promulgated thereunder, such invalidity or failure shall
not affect the remaining parts of this Plan, but rather it shall be construed
and enforced as if the Plan or the affected provision thereof, as the case may
be, complied in all respects with the requirements of Section 422 of the Code.

18.      AMENDMENT AND TERMINATION OF THE PLAN; MODIFICATION OF AWARDS

         (a)      The Board may at any time and from time to time suspend,
terminate, modify or amend the Plan, provided that any amendment that requires
stockholder approval under applicable law shall be contingent on such approval.
Except as provided in Section 7 or 12 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Award previously
granted unless the written consent of the Participant is obtained.

         (b)      The Committee may modify an Award, provided that no
modification to such Award shall materially reduce the participant's rights or
materially increase the participant's obligations as determined by the
Committee.

19.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional incentive or other


                                       16
<PAGE>

compensation arrangements of whatever nature as the Board may deem necessary or
desirable or preclude or limit the continuation of any other plan, practice or
arrangement for the payment of compensation or fringe benefits to employees
generally, or to any class or group of employees, which the Company or any
Subsidiary now has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans.

20.      NATURE OF PAYMENTS

         (a)      All Awards granted shall be in consideration of services
performed for the Company by the Participant, except for inducement Awards,
which shall be granted in consideration of a Participant's agreement to perform
services for the Company and are subject to revocation in the event that such
services are not performed.

         (b)      All Awards granted shall constitute a special incentive
benefit to the Participant and shall not be taken into account in computing the
amount of salary or compensation of the Participant for the purpose of
determining any benefits under any pension, retirement, profit-sharing, bonus,
life insurance or other benefit plan of the Company or under any agreement
between the Company and the Participant, unless such plan or agreement
specifically otherwise provides.

21.      SECTION HEADINGS

         The section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of said
sections.

         Adopted by the Board of Directors on __________, 2002.


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