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EXHIBIT 4.1




TAQUA, INC.




2002 STOCK INCENTIVE PLAN





	1.	 	DEFINITIONS.





     Unless otherwise specified or unless the context otherwise requires, the
terms set forth on Exhibit A — Definitions, shall have the meanings used
therein.




	2.	 	PURPOSES OF THE PLAN.





     The Plan is intended to encourage ownership of Shares by Key Employees and
by directors of and consultants to the Company, its Affiliates and Strategic
Partners in order to attract such people, to induce them to work for the
benefit of the Company and its Affiliates and to provide incentive for them to
promote the success of the Company and its Affiliates. The Plan provides for
the granting of ISOs, Non-Qualified Options and Stock Grants.




	3.	 	SHARES SUBJECT TO THE PLAN.





     (a) The initial maximum number of Shares which shall be reserved and
available for Stock Rights pursuant to this Plan shall be 9,189,319, subject to
adjustment in accordance with Paragraph 16 hereof. Shares issued under the
Plan may be authorized but unissued shares of Common Stock or shares of Common
Stock held in treasury.



     (b) To the extent that any Option shall lapse, terminate, expire or
otherwise be cancelled without the issuance of Shares, or if the Company shall
reacquire any Shares issued pursuant to a Stock Grant, the Shares shall be
available for the granting of other Stock Rights under the Plan.



     (c) Shares issuable under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Administrator.




	4.	 	ADMINISTRATION OF THE PLAN.





     (a) At the discretion of the Company’s Board of Directors, the
Administrator of the Plan shall be either (i) by the full Board of Directors of
the Company or (ii) by a committee (the “Committee”) consisting of two or more
members of the Company’s Board of Directors. In the event the full Board of
Directors is the Administrator of the Plan, references herein to the Committee
shall be deemed to mean the full Board of Directors. The Board of Directors
may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and may
fill vacancies on the Committee however caused. The Committee may choose one
of its members as Chairman and shall hold meetings at such times and places as
it shall deem advisable. A majority of the members of the Committee shall
constitute a quorum and any action may be taken by a majority of those present
and voting at any meeting.



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     (b) Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Committee. The decision of the
Committee as to all questions of interpretation and application of the Plan
shall be final, binding and conclusive on
all persons. The Committee shall have the authority to adopt, amend and
rescind such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option Agreement
or Stock Grant Agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and shall be the sole and final judge
of such expediency. No Committee member shall be liable for any action or
determination made in good faith.



     (c) Subject to the terms of the Plan, the Administrator is authorized to:




	i.	 	Interpret the provisions of the Plan or of any Option or
Stock Grant and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;
	 
	ii.	 	Determine which persons shall be considered eligible
Participants in the Plan and which of such eligible persons shall be
granted Stock Rights;
	 
	iii.	 	Determine the number of Shares for which Stock Rights shall
be granted; and
	 
	iv.	 	Specify the terms and conditions upon which Stock Rights may
be granted, including, but not limited to, the time or times when
Stock Rights may be granted, shall become exercisable and the
duration of the exercise period, and the price of Shares subject to
each Stock Right.




Notwithstanding the foregoing, all such interpretations, rules, determinations,
terms and conditions shall be made and prescribed in the context of preserving
the tax status under Section 422 of the Code of those Options which are
designated as ISOs. Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Stock
Right shall be final, unless otherwise determined by the Board of Directors, if
the Administrator is the Committee.





	5.	 	ELIGIBILITY FOR PARTICIPATION.





     The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company, an Affiliate, or of a Strategic Partner
at the time a Stock Right is granted. Notwithstanding the foregoing, the
Administrator may authorize the grant of a Stock Right to a person not then an
employee, director or consultant of the Company or of an Affiliate; provided,
however, that the actual grant of such Stock Right shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time
of the delivery of the Agreement evidencing such Stock Right. ISOs may be
granted only to Key Employees. Non-Qualified Options and Stock Grants may be
granted to any Key Employee, director or consultant of the Company, an
Affiliate or Strategic Partner or any other eligible Participant. The granting
of any Stock Right to any



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individual shall neither entitle that individual to, nor disqualify him or
her from, participation in any other grant of Stock Rights.




     In determining the eligibility of an individual to be granted an Option or
Stock Grant, as well as in determining the number of Shares to be optioned or
granted to any individual, the Administrator shall take into account the
position and responsibilities of the individual being considered, the nature
and value to the Company or an Affiliate of his or her service and
accomplishments, his or her present and potential contribution to the success
of the Company or an Affiliate, and such other factors as the Committee may
deem relevant.



     No Option designated as an IS0 shall be granted to any Key Employee of the
Company or an Affiliate if such Key Employee owns, immediately prior to the
grant of an Option, stock representing more than 10% of the combined voting
power of all classes of stock of the Company or an Affiliate, unless the
purchase price for the stock under such Option shall be at least 110% of its
Fair Market Value at the time such Option is granted and the Option, by its
terms, shall not be exercisable more than five years from the date it is
granted. In determining the stock ownership under this paragraph, the
provisions of Section 424(d) of the Code shall be
controlling.



     Subject to the provisions hereof relating to adjustments upon changes in
the shares of Common Stock, no employee shall be eligible to be granted Options
covering more than 50,000 shares of Common Stock during any calendar year,
except that this restriction shall not apply at any time prior to the date on
which the Company lists any shares of its securities on any securities
exchange. The restriction contained in this paragraph shall also not apply
until the earliest of: (1) the first material modification of the Plan
(including any increase in the number of shares of Common Stock reserved for
issuance hereunder); (2) the issuance of all of the shares of Common Stock
reserved for issuance under the Plan; (3) the expiration of the Plan; (4) the
first meeting of stockholders at which Directors are to be elected that occurs
after the close of the third (3rd) calendar year following the calendar year in
which occurred the first registration of an equity security by the Company
under Section 12 of the Securities Act of 1934, as amended; or (5) such other
date required by Section 162(m) of the Code.




	6.	 	TERMS AND CONDITIONS OF OPTIONS.





     Each Option shall be set forth in writing in an Option Agreement, duly
executed on behalf of the Company and by the Participant to whom such Option is
granted. The
Administrator may provide that Options be granted subject to such terms
and conditions, consistent with the terms and conditions specifically required
under this Plan, as the Administrator may deem appropriate including, without
limitation, subsequent approval by the shareholders of the Company of this Plan
or any amendments thereto.




	A.	 	Non-Qualified Options: Each Option intended to be a
Non-Qualified Option shall be subject to the terms and conditions
which the Administrator determines to be appropriate and in the best
interest of the Company, subject to the following minimum standards
for any such Non-Qualified Option:




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	a.	 	Option Price: Each Option Agreement shall state
the option price (per Share) of the Shares covered by each
Option, which option price shall be determined by the
Administrator but shall not be less than the par value
per share of Common Stock.
	 
	b.	 	Each Option Agreement shall state the number of
Shares to which it pertains;
	 
	c.	 	Each Option Agreement shall state the date or
dates on which it first is exercisable and the date after
which it may no longer be exercised, and may provide that the
Option rights accrue or become exercisable in installments
over a period of months or years, or upon the occurrence of
certain conditions or the attainment of stated goals or
events; and
	 
	d.	 	Exercise of any Option may be conditioned upon
the Participant’s execution of certain agreements in form
satisfactory to the Administrator providing for certain
protections for the Company and its shareholders including,
without limitation, requirements that:






	i.	 	The Participant’s or the
Participant’s Survivors’ right to sell or transfer the
Shares may be restricted; and
	 
	ii.	 	The Participant or the Participant’s
Survivors may be required to execute letters of
investment intent and must also acknowledge that the
Shares will bear legends noting any applicable
restrictions.






	B.	 	ISOs: Each Option intended to be an IS0 shall be issued only
to a Key Employee of the Company (and not any other person including
a Key Employee of a Strategic Partner) and shall be subject to the
following terms and conditions and to such additional restrictions or
changes as the Administrator determines are appropriate but that are
not in conflict with Section 422 of the Code:






	a.	 	Minimum standards: The IS0 shall meet the
minimum standards required of Non-Qualified Options, as
described in Paragraph 6(A) above, except clause (a)
thereunder.
	 
	b.	 	Option Price: Immediately before the Option is
granted, if the Participant owns, directly or by reason of the
applicable attribution rules in Section 424(d) of the Code:






	i.	 	Ten percent (10%) or less of the
total combined voting power of all classes of stock of
the Company or an Affiliate, the Option price per share
of the Shares covered by each Option shall not be less
than one hundred percent (100%) of the Fair Market Value
per share of the Shares on the date of the grant of the
Option as




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	 	 	 determined by Administrator in accordance with Section
422 of the Code.
	 
	ii.	 	More than ten percent (10%) of the
total combined voting power of all classes of stock of
the Company or an Affiliate, the Option price per share
of the Shares covered by each Option shall not be less
than one hundred ten percent (110%) of the said Fair
Market Value on the date of grant.






	c.	 	Term of Option: For Participants who own:






	i.	 	Ten percent (10%) or less of the
total combined voting power of all classes of stock of
the Company or an Affiliate, each Option shall terminate
not more than ten (10) years from the date of the grant
or at such earlier time as the Option Agreement may
provide.
	 
	ii.	 	More than ten percent (10%) of the
total combined voting power of all classes of stock of
the Company or an Affiliate, each Option shall terminate
not more than five (5) years from the date of the grant
or at such earlier time as the Option Agreement may
provide.






	d.	 	Limitation on Yearly Exercise: The Option
Agreements shall restrict the amount of Options which may be
exercisable in any calendar year (under this or any other IS0
plan of the Company or an Affiliate) so that the aggregate
Fair Market Value (determined at the time each IS0 is granted)
of the stock with respect to which ISOs are exercisable for
the first time by the Participant in any calendar year does
not exceed one hundred thousand dollars ($100,000), provided
that this subparagraph (d) shall have no force or effect if
its inclusion in the Plan is not necessary for Options issued
as ISOs to qualify as ISOs pursuant to Section 422(d) of the
Code.






	7.	 	TERMS AND CONDITIONS OF STOCK GRANTS.





     Each offer of a Stock Grant to a Participant shall state the date prior to
which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly
executed by the Company and the Participant. The Stock Grant Agreement shall
be in a form approved by the Administrator and shall contain terms and
conditions which the Administrator determines to be appropriate and in the best
interest of the Company, subject to the following minimum standards:




	(a)	 	Each Stock Grant Agreement shall state the purchase price
(per share), if any, of the Shares covered by each Stock Grant,
which purchase price shall be determined by the Administrator but
shall not be less than the par value on the date of the grant of the
Stock Grant;




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	(b)	 	Each Stock Grant Agreement shall state the number of Shares
to which the Stock Grant pertains; and
	 
	(c)	 	Each Stock Grant Agreement shall include the terms of any
right of the Company to reacquire the Shares subject to the Stock
Grant, including the time and events upon which such rights shall
accrue and the purchase price therefor, if any.






	8.	 	EXERCISE OF OPTIONS AND ISSUE OF SHARES.





     To the extent that the right to purchase Shares under an Option has
accrued and is in effect, an Option (or any part or installment thereof) shall
be exercised by giving written notice to the Company at its principal executive
office, together with payment of the full purchase price in accordance with
this Paragraph for the Shares as to which the Option is being exercised, and
upon compliance with any other condition(s) set forth in the Option Agreement.
Such written notice shall be signed by the person exercising the Option, shall
state the number of Shares with respect to which the Option is being exercised
and shall contain any representation required by the Plan or the Option
Agreement.



     Each Option granted under the Plan shall, subject to the other provisions
of this Plan, be exercisable at such time or times and during such period as
shall be set forth in the Option Agreement.



     To the extent that an Option to purchase shares is not exercised by a
Participant when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall be exercisable, on a cumulative basis, until
the expiration of the exercise period. No partial exercise may be made for
less than one hundred (100) full shares of Common Stock.



     Payment of the purchase price for the Shares as to which such Option is
being exercised shall be made (a) in United States dollars in cash or by check,
or (b) at the discretion of the Administrator, and so long as there is no
adverse tax or accounting impact to the Company, through delivery of shares of
Common Stock owned by the Participant for at least six (6) months and having a
Fair Market Value equal as of the date of the exercise to the cash exercise
price of the Option, or (c) at the discretion of the Administrator, by delivery
of the grantee’s personal recourse note bearing interest at such rate as the
Administrator deems to be prudent and in accordance with applicable tax and
accounting practice, or (d) at the discretion of the Administrator, by any
combination of the above. Notwithstanding the foregoing, the Administrator
shall accept only such payment on exercise of an IS0 as is permitted by Section
422 of the Code.



     When an Option is exercised, the Company shall then reasonably promptly
deliver the Shares as to which such Option was exercised to the Participant (or
to the Participant’s



     Survivors, as the case may be). In determining what constitutes
“reasonably promptly,” it is expressly understood that the issuance and
delivery of the Shares may be delayed by the Company in order to comply with
any law or regulation (including, without limitation, state securities or “blue
sky” laws) which requires or makes it desirable for the Company to take any



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action with respect to the Shares prior to their issuance. The Shares
shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.




     The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted as an IS0
(and not previously converted into a Non-Qualified Option pursuant to Paragraph
26) if such acceleration would violate any vesting limitation contained in
Section 422(d) of the Code.



     The Administrator may, in its discretion, amend any term or condition of
an outstanding Option provided (i) such amendment is permitted by the Plan,
(ii) any such amendment shall be made only with the consent of the Participant
to whom the Option was granted, or in the event of the death of the
Participant, the Participant’s Survivors, if the amendment is adverse to the
Participant, and (iii) any such amendment of any IS0 shall be made only after
the Administrator, after consulting the counsel for the Company, determines
whether such amendment would constitute a “modification” of any Option which is
an IS0 (as that term is defined in Section 424(h) of the Code) or would cause
any adverse tax consequences for the holder of such ISO.




	9.	 	ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.





     A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Grant Agreement and delivering it to the Company at its
principal office, together with payment of the full purchase price, if any, in
accordance with this Paragraph for the Shares as to which such Stock Grant is
being accepted, and upon compliance with any other conditions set forth in the
Stock Grant Agreement. Payment of the purchase price for the Shares as to
which such Stock Grant is being accepted shall be made (a) in United States
dollars in cash or by check, or (b) at the discretion of the Administrator and
only so long as there is no adverse tax or accounting impact to the Company,
through delivery of shares of Common Stock owned by the Participant for at
least six (6) months and having a fair market value equal as of the date of
acceptance of the Stock Grant to the purchase price of the Stock Grant
determined in good faith by the Administrator, or (c) at the discretion of the
Administrator, by delivery of the grantee’s personal recourse note bearing
interest at such rate as the Administrator deems to be prudent and in
accordance with applicable tax and accounting practices, or (d) at the
discretion of the Administrator, by any combination of (a), (b) and (c) above.



     The Company shall then reasonably promptly (as determined in paragraph 8
above) deliver the Shares as to which such Stock Grant was accepted to the
Participant (or to the Participant’s Survivors, as the case may be), subject to
any escrow provision set forth in the Stock Grant Agreement.



     The Administrator may, in its discretion, amend any term or condition of
an outstanding Stock Grant or Stock Grant Agreement provided (i) such amendment
is permitted by the Plan, and (ii) any such amendment shall be made only with
the consent of the Participant to whom the Stock Grant was made, if the
amendment is adverse to the Participant.



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	10.	 	RIGHTS AS A SHAREHOLDER.





     No Participant to whom a Stock Right has been granted shall have rights as
a shareholder with respect to any Shares covered by such Stock Right, except
after: (a) due exercise of the Option or acceptance of the Stock Grant in compliance with the terms of
the Stock Right and tender of the full purchase price, if any, for the Shares
being purchased pursuant to such exercise or acceptance; and (b) registration
of the Shares in the Company’s share register in the name of
the Participant.




	11.	 	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.





     By its terms, a Stock Right granted to a Participant shall not be
assignable or transferable by the Participant other than (i) by will or by the
laws of descent and distribution, except that an optionee may transfer Stock
Rights that are not ISOs granted under the Plan to the Participant’s spouse or
children or to a trust or partnership for the benefit of the Participant or
Participant’s spouse or children, or (ii) as otherwise determined by the
Administrator and set forth in the applicable Option Agreement or Stock Grant
Agreement. The designation of a beneficiary of a Stock Right by a Participant
shall not be deemed a transfer prohibited by this Paragraph. Except as
provided above, a Stock Right shall only be exercisable or may only be
accepted, during the Participant’s lifetime, by such Participant (or by his or
her legal representative) and shall not be assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any Stock Right granted under the
Plan shall be null and void and without effect upon the bankruptcy of the
Participant to whom the Stock Right is granted, or upon any attempted transfer,
assignment, pledge, hypothecation or other disposition except as herein
provided, including without limitation any disposition, attachment, divorce,
trustee process or similar process, whether legal or equitable upon such Stock
Right.




	12.	 	EFFECT ON OPTIONS OF TERMINATION OF SERVICE.





     A. Termination Other Than “For Cause”, Death or Disability. Except as
otherwise provided in the pertinent Option Agreement, in the event of a
termination of service (whether as an employee, director or consultant) with
the Company or an Affiliate before the Participant has exercised an Option, the
following rules apply:




	a.	 	A Participant who ceases to be an employee, director or
consultant of the Company or of an Affiliate (for any reason other
than termination “for cause”, Disability, or death for which events
there are special rules in Subparagraphs B, C and D, respectively),
may exercise any Option granted to him or her to the extent that the
Option is exercisable on the date of such termination of service,
but only within such term as the Administrator has designated in the
pertinent Option Agreement.
	 
	b.	 	Except as provided in elsewhere in this Paragraph, in no
event may an Option Agreement provide, if an Option is intended to
be an ISO, that the time for




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	 	 	exercise be later than three (3) months after the Participant’s
termination of employment.
	 
	c.	 	The provisions of this Paragraph, and not the provisions of
subparagraph C or D, shall apply to a Participant who subsequently
becomes Disabled or dies after the termination of employment,
director status or consultancy, provided, however, in the case of a
Participant’s Disability or death within three (3) months after the
termination of employment, director status or consultancy, the
Participant or the Participant’s Survivors may exercise the Option
within one (1) year after the date of the Participant’s termination
of employment, but in no event after the date of expiration of the
term of the Option.
	 
	d.	 	Notwithstanding anything herein to the contrary, if
subsequent to a Participant’s termination of employment, termination
of director status or termination of consultancy, but prior to the
exercise of an Option, the Board of Directors determines that,
either prior or subsequent to the Participant’s termination, the
Participant engaged in conduct which would constitute “cause”, then
such Participant shall forthwith cease to have any right to exercise
any Option.
	 
	e.	 	A Participant to whom an Option has been granted under the
Plan who is absent from work with the Company or with an Affiliate
because of temporary disability (any disability other than a
Disability), or who is on leave of absence for any purpose, shall
not, during the period of any such absence, be deemed, by virtue of
such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with
an Affiliate, except as the Administrator may otherwise expressly
provide.
	 
	f.	 	Except as required by law or as set forth in the pertinent
Option Agreement, Options granted under the Plan shall not be
affected by any change of a Participant’s status within or among the
Company and any Affiliates, so long as the Participant continues to
be an employee, director or consultant of the
Company or any Affiliate.





     B. Termination For Cause. Except as otherwise provided in the pertinent
Option Agreement, the following rules apply if the Participant’s service
(whether as an employee, director or consultant) with the Company or an
Affiliate is terminated “for cause” prior to the time that all his or her
outstanding Options have been exercised:




	a.	 	All outstanding and unexercised Options as of the time the
Participant is notified his or her service is terminated “for cause”
will immediately be forfeited.
	 
	b.	 	For purposes of this Plan, “cause” shall include (and is not
limited to) dishonesty with respect to the Company or any Affiliate,
breach of fiduciary duty, insubordination, substantial malfeasance
or non-feasance of duty, unauthorized disclosure of confidential
information, material failure or refusal to comply with




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	 	 	 Company’s published policies generally applicable to all employees,
and conduct materially harmful to the business of the Company or
any Affiliate. The determination of the Administrator as to the
existence of “cause” will be conclusive on the Participant and the
Company.
	 
	c.	 	“Cause” is not limited to events which have occurred prior to
a Participant’s termination of service, nor is it necessary that the
Administrator’s finding of “cause” occur prior to termination. If
the Administrator determines, subsequent to a Participant’s
termination of service but prior to the exercise of an Option, that
either prior or subsequent to the Participant’s termination the
Participant engaged in conduct which would constitute “cause”, then
the right to exercise any Option is forfeited.
	 
	d.	 	Any definition in an agreement between the Participant and
the Company or an Affiliate, which contains a conflicting definition
of “cause” for termination and which is in effect at the time of
such termination, shall supersede the definition in this Plan with
respect to such Participant.





     C. Termination for Disability. Except as otherwise provided in the
pertinent Option Agreement, a Participant who ceases to be an employee,
director or consultant of the Company or of an Affiliate by reason of
Disability may exercise any Option granted to such Participant:




	a.	 	To the extent exercisable but not exercised on the date of
Disability; and
	 
	b.	 	In the event rights to exercise the Option accrue
periodically, to the extent of a pro rata portion of any additional
rights as would have accrued had the Participant not become Disabled
prior to the end of the accrual period which next ends following the
date of Disability. The proration shall be based upon the number of
days of such accrual period prior to the date of Disability.





     A Disabled Participant may exercise such rights only within the period
ending one (1) year after the date of the Participant’s termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled
and had continued to be an employee, director or consultant or, if earlier,
within the originally prescribed term of the Option.



     D. Termination Due to Death. Except as otherwise provided in the
pertinent Option Agreement, in the event of the death of a Participant while
the Participant is an employee, director or consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant’s Survivors:




	a.	 	To the extent exercisable but not exercised on the date of
death; and




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	b.	 	In the event rights to exercise the Option accrue periodically, to
the extent of a pro rata portion of any additional rights which
would have accrued had the Participant not died prior to the end of
the accrual period which next ends following the date of death.
The proration shall be based upon the number of days of such
accrual period prior to the Participant’s death.





     If the Participant’s Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date
of death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all
of the Shares on a later date if he or she had not died and had continued
to be an employee, director or consultant or, if earlier, within the originally
prescribed term of the Option.




	13.	 	EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.





     A. General. In the event of a termination of service (whether as an
employee, director or consultant) with the Company or an Affiliate for any reason
before the Participant has accepted the offer of, and complied with all
purchase or acquisition requirements under, a Stock Grant in accordance with
its terms, such offer of a Stock Grant shall terminate.



     For purposes of this Paragraph 13, a Participant to whom a Stock Grant has
been offered under the Plan who is absent from work with the Company or with an
Affiliate because of temporary disability (any disability other than a
“Disability”), or who is on leave of absence for any purpose, shall not, during
the period of any such absence, be deemed, by virtue of such absence alone, to
have terminated such Participant’s employment, director status or consultancy
with the Company or with an Affiliate, except as the Administrator may
otherwise expressly provide.



     In addition, for purposes of this Paragraph 13, any change of employment
or other service within or among the Company and any Affiliates shall not be
treated as a termination of employment, director status or consultancy so long
as the Participant continues to be an employee, director or consultant of the
Company or any Affiliate.



     Except as otherwise provided in the pertinent Stock Grant Agreement, in
the event of a termination of service (whether as an employee, director or
consultant), other than termination “for cause,” Disability, or death for which
events there are special rules in subparagraphs B, C, and D, the Company shall
have the right to repurchase all unvested Shares at the original purchase
price.



     B. Termination For Cause. Except as otherwise provided in the pertinent
Stock
Grant Agreement, upon a termination of employment for cause, all Shares
subject to any Stock Grant shall be immediately subject to repurchase by the
Company at the purchase price, if any, thereof. For all purposes of this Plan,
including this paragraph 13, “cause” shall have the meanings used in and shall
be determined as provided in paragraph 12.



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     C.
Termination Due to Disability. Except as otherwise provided in the
pertinent Stock Grant Agreement, if a Participant ceases to be an employee,
director or consultant of the Company or of an Affiliate by reason of
Disability, the Company shall have the right to purchase all unvested
Shares at the original purchase price, to the extent such rights of repurchase
are to lapse periodically after the date of Disability, such rights of
repurchase shall lapse on a pro rata portion of the Shares subject to such
Stock Grant as would have lapsed had the Participant not become Disabled prior
to the end of the vesting period which next ends following the date of
Disability. The proration shall be based upon the number of days of such
vesting period prior to the date of Disability.



     D. Termination Due to Death. Except as otherwise provided in the
pertinent Stock Grant Agreement in the event of the death of a Participant
while the Participant is an employee, director or consultant of the Company or
of an Affiliate, the Company shall have the right to repurchase unvested Shares
at the original purchase price. To the extent such rights of
repurchase are to lapse periodically after the date of death, such rights
of repurchase shall lapse on a pro rata portion of the Shares subject to such
Stock Grant as would have lapsed had the Participant not died prior to the end
of the vesting period following the date of death. The proration shall be
based upon the number of days of such vesting period prior to the Participant’s
death.




	14.	 	PURCHASE FOR INVESTMENT.





     Unless the offering and sale of the Shares to be issued upon the
particular exercise or acceptance of a Stock Right shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended (the “1933 Act”), the Company shall be under no obligation to issue the
Shares covered by such exercise unless and until the following conditions have
been fulfilled:




	a.	 	The person(s) who exercise(s) or accept(s) such Stock Right
shall warrant to the Company, prior to the receipt of such Shares,
that such person(s) are acquiring such Shares for their own
respective accounts, for investment, and not with a view to, or for
sale in connection with, the distribution of any such Shares, in
which event the person(s) acquiring such Shares shall be bound by
the provisions of the following legend which shall be endorsed upon
the certificate(s) evidencing their Shares issued pursuant to such
exercise or such grant:






	 	 	“The shares represented by this certificate have been taken
for investment and they may not be sold or otherwise
transferred by any person, including a pledgee, unless (1)
either (a) a Registration Statement with respect to such
            shares shall be effective under the Securities Act of 1933,
as amended, or (b) the Company shall have received an opinion
of counsel satisfactory to it that an exemption from
registration under such Act is then available, and (2) there
shall have been compliance with all applicable
state securities laws.”




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	b.	 	At the discretion of the Administrator, the Company shall have
received an opinion of its counsel that the Shares may be issued
upon such particular exercise or acceptance in compliance with the
1933 Act without registration thereunder.






	15.	 	DISSOLUTION OR LIQUIDATION OF THE COMPANY.





     Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised and all
Stock Grants which have not been accepted will terminate and become null and
void; provided, however, that if the rights of a Participant or a Participant’s
Survivors have not otherwise terminated and expired, the
Participant or the Participant’s Survivors will have the right immediately
prior to such
dissolution or liquidation to exercise or accept any Stock Right to the
extent that the Stock Right is exercisable or subject to acceptance as of the
date immediately prior to such dissolution or liquidation.




	16.	 	ADJUSTMENTS.





     Upon the occurrence of any of the following events, a Participant’s rights
with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
pertinent Option Agreement or Stock Grant Agreement:



     A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or
if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, or
(ii) additional shares or new or different shares or other securities of
the Company or other non- cash assets are distributed with respect to such
shares of Common Stock, the number of shares of Common Stock deliverable upon
the exercise or acceptance of such Stock Right shall be appropriately increased
or decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such events.



     B. Consolidations or Mergers. If the Company is to be consolidated with
or acquired by another entity in a merger, consolidation, private sale or sale
of all or substantially all of the Company’s assets or otherwise (an
“Acquisition”), the Administrator or the board of directors of any entity
assuming the obligations of the Company hereunder (the “Successor Board”),
shall, as to outstanding Options, either (i) make appropriate provision for the
continuation of such
Options by substituting on an equitable basis for the Shares then subject
to such Options either the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Acquisition or
securities of any successor or acquiring entity; or (ii) upon written notice to
the Participants, provide that all Options must be exercised (to the extent
then exercisable after taking into account any applicable acceleration of
vesting) at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
Fair Market Value of the Shares subject to such Options (to the extent then
exercisable after taking into account any applicable application of vesting)
over the exercise price thereof.



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     With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants by substituting
on an equitable basis for the Shares then subject to such Stock Grants
either the consideration payable with respect to the outstanding Shares of
Common Stock in connection with the Acquisition or securities of any successor
or acquiring entity; or (ii) upon written notice to the Participants, provide
that all Stock Grants must be accepted (to the extent then subject to
acceptance) within a specified number of days of the date of such notice, at
the end of which period the offer of the Stock Grants shall terminate; or (iii)
terminate all Stock Grants in exchange for a cash payment equal to the excess
of the Fair Market Value of the Shares subject to such Stock Grants over the
purchase price thereof, if any. In addition, in the event of an Acquisition,
the Administrator may waive any or all Company repurchase rights with respect
to outstanding Stock Grants.



     C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
Subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock,
a Participant upon exercising or accepting a Stock Right shall be entitled to
receive, for the purchase price, if any, paid upon such exercise or acceptance,
the securities which would have been received if such Stock Right had been
exercised or accepted prior to such recapitalization or reorganization.



     D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a “modification” of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an IS0 specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such “modification” on his or her income tax treatment with
respect to the ISO.




	17.	 	ISSUANCES OF SECURITIES.





     Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company
prior to any issuance of Shares pursuant to a Stock Right.



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	18.	 	FRACTIONAL SHARES.





     No fractional shares shall be issued under the Plan and the person
exercising a Stock
Right shall receive from the Company cash in lieu of such fractional
shares equal to the Fair Market Value thereof.




	19.	 	CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.





     The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant’s
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such
conversion, the Administrator (with the consent of the Participant) may impose
such conditions on the exercise of the resulting Non- Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed
to give any Participant the right to have such Participant’s ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Administrator takes appropriate action. The Administrator, with the
consent of the Participant, may also terminate any portion of any IS0 that has
not been exercised at the time of such conversion.




	20.	 	WITHHOLDING.





     In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other
amounts are required by applicable law or governmental regulation to be
withheld from the Participant’s salary, wages or other remuneration in
connection with the exercise or acceptance of a Stock Right or in connection
with a Disqualifying Disposition (as defined in Paragraph 21) or upon the
lapsing of any right of repurchase, the Company may withhold from the
Participant’s compensation, if any, or may require that the Participant advance
in cash to the Company, or to any Affiliate of the Company which employs or
employed the Participant, the amount of such withholdings unless a different
withholding arrangement, including the use of shares of the Company’s Common
Stock or a promissory note, is authorized by the Administrator (and permitted
by law). For purposes hereof, the fair market value of the shares withheld for
purposes of payroll withholding shall be determined in the manner provided in
Paragraph 1 above, as of the most recent practicable date prior to the date of
exercise and shall not exceed the minimum amount required by law to be
withheld. If the fair market value of the shares withheld is less than the
amount of payroll withholdings required, the Participant may be required to
advance the difference in cash to the Company or the Affiliate employer. The
Administrator in its discretion may condition the exercise of an Option for
less than the then Fair Market Value on the Participant’s payment of such
additional withholding.



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	21.	 	NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.





     Each Key Employee who receives an IS0 must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale)of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired Shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.




	22.	 	TERMINATION OF THE PLAN.





     The Plan will terminate on, the date which is ten (10) years from the
earlier of the date of its adoption and the date of its approval by the
shareholders of the Company. The Plan may be terminated at an earlier date by
vote of the shareholders of the Company; provided, however, that any such
earlier termination shall not affect any Option Agreements or Stock Grant
Agreements executed prior to the effective date of such termination.




	23.	 	AMENDMENT OF THE PLAN AND AGREEMENTS.





     The Plan may be amended by the shareholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding Stock Rights granted under
the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code, and to the
extent necessary to qualify the shares issuable upon exercise or acceptance of
any outstanding Stock Rights granted, or Stock Rights to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which the Administrator determines is of a scope
that requires shareholder approval shall be subject to obtaining such
shareholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under
a Stock Right previously granted to him or her. With the consent of the
Participant affected, the Administrator may amend outstanding Option Agreements
and Stock Grant Agreements in a manner which may be adverse to the Participant
but which is not inconsistent with the Plan. In the discretion of the
Administrator, outstanding Option Agreements and Stock Grant Agreements may be
amended by the Administrator in a manner which is not adverse to the
Participant.




	24.	 	EMPLOYMENT OR OTHER RELATIONSHIP.





     Nothing in this Plan or any Option Agreement or Stock Grant Agreement
shall be deemed to prevent the Company or an Affiliate from terminating the
employment, consultancy or director status of a Participant, nor to prevent a
Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other
service by the Company or any Affiliate for any period of time.



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	25.	 	RESTRICTION ON ISSUE OF SHARES.





     (a) Notwithstanding the provisions of Paragraph 8, the Company may delay
the issuance of Shares covered by the exercise of an option and the delivery of
a certificate for such Shares until the delivery or distribution of any shares
issued under this Plan complies with all applicable laws (including without
limitation, the Securities Act of 1933, as amended), and with the applicable
rules of any stock exchange upon which the shares of the Company are listed or
traded.



     (b) It is intended that all exercises of options shall be effective, and
the Company shall use its best efforts to bring about compliance with all
applicable legal and regulatory requirements within a reasonable time, except
that the Company shall be under no obligation to qualify Shares or to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of Shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.




	26.	 	RESERVATION OF STOCK.





     The Company shall at all times during the term of the Plan reserve and
keep available such number of Shares as will be sufficient to satisfy the
requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.




	27.	 	NOTICES.





     Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: Chief Financial Officer, and, if to a Participant, to the address as
appearing on the records of the Company.




	28.	 	GOVERNING LAW.





     This Plan shall be construed and enforced in accordance with the law of
The Commonwealth of Massachusetts.




	29.	 	APPROVAL OF STOCKHOLDERS.





     The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of the Company present, or represented,
and entitled to vote at a duly held stockholders’ meeting, or by written
consent of the stockholders as provided for under applicable state law, within
twelve (12) months after the adoption of the Plan by the Board of Directors and
shall take effect as of the date of adoption by the Board of Directors upon
such approval. The Committee may grant options under the Plan prior to such
approval, but any such option shall become effective as of the date of grant
only upon such approval and, accordingly, no such option may be exercisable
prior to such approval.



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	 	 	Adopted by Board of
Directors: _______________
	 
	 	 	Adopted by Stockholders: ___________________




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EXHIBIT A




DEFINITIONS



“Administrator” means the Board of Directors, unless it has delegated power to
act on its behalf to the Committee, in which case the Administrator means the
Committee.



“Affiliate” means a corporation which, for purposes of Section 424 of the Code,
is a parent or subsidiary of the Company, direct or indirect.



“Board of Directors” means the Board of Directors of the Company.



“Code” means the United States Internal Revenue Code of 1986, as amended, and
all rules and regulations promulgated thereunder by the regulatory agencies
with authority thereunder.



“Committee” means the committee of the Board of Directors to which the Board of
Directors has delegated power to act under or pursuant to the provisions of the
Plan.



“Common Stock” means shares of the Company’s common stock, $.001 par value per
share.



“Company” means Taqua, Inc., a Delaware corporation.



“Disability” or “Disabled” means permanent and total disability as defined in
Section 22(e)(3) of the Code. The Administrator shall make the determination
both of whether Disability has occurred and the date of its occurrence (unless
a procedure for such determination is set forth in another agreement between
the Company and such Participant, in which case such procedure shall be used
for such determination). If requested, the Participant shall be examined by a
physician selected or approved by the Administrator, the cost of which
examination shall be paid for by the Company.



“Fair Market Value” of a Share of Common Stock means:




     (1) If the Common Stock is listed on a national securities exchange or
traded in the over-the-counter market and sales prices are regularly reported
for the Common Stock, the closing or last price of the Common Stock on the
Composite Tape or other comparable reporting system for the trading day
immediately preceding the applicable date;



     (2) If the Common Stock is not traded on a national securities exchange
but is traded on the over-the-counter market, if sales prices are not regularly
reported for the Common Stock for the trading day referred to in clause (l),
and if bid and asked prices for the Common Stock are regularly reported, the
mean between the bid and the asked price for the Common Stock at the close of
trading in the over-the-counter market for the trading day on which Common
Stock was traded immediately preceding the applicable date; and



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     (3) If the Common Stock is neither listed on a national securities
exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine.


’’ISO” means an option meant to qualify as an incentive stock option under
Section 422 of the Code.



“Key Employee” means an employee of the Company, an Affiliate or a Strategic
Partner (including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the
Administrator to be eligible to be granted one or more Stock Rights under the
Plan.



“Non-Qualified Option” means an option which is not intended to qualify as an
ISO.



“Option” means an IS0 or Non-Qualified Option granted under the Plan.



“Option Agreement” means an agreement between the Company and a Participant
delivered pursuant to the Plan, in such form as the Administrator shall
approve.



“Participant” means a Key Employee, director or consultant of the Company or
its Affiliates to whom one or more Stock Rights are granted under the Plan and
who are eligible to participate in this Plan under Paragraph 2. As used
herein, “Participant” shall include “Participant’s Survivors” where the context
requires.



’’Plan” means this Taqua, Inc. 2002 Stock Incentive Plan.



“Shares” means shares of the Common Stock as to which Stock Rights have been or
may be granted under the Plan or any shares of capital stock into which the
Shares are changed or for which they are exchanged within the provisions of the
Plan.



“Stock Grant” means a grant by the Company of Shares under the Plan also means
the grant by the Company of a right to purchase Shares under a restricted stock
purchase arrangement on terms that the Administrator deems appropriate.



“Stock Grant Agreement” means an agreement between the Company and a
Participant delivered pursuant to the Plan, in such form as the Administrator
shall approve.



“Stock Right” means a right to Shares of the Company granted pursuant to the
Plan under a ISO, a Non-Qualified Option or a Stock Grant.



’’Strategic Partners” means any contractor, joint venture partner or other
entity having a relationship with the Company, which relationship the
Administrator, at its discretion, determines will promote the success of the
Company.





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“Survivors” means a deceased Participant’s legal representatives and/or any
person or persons who acquired the Participant’s rights to a Stock Right by
will or by the laws of descent and distribution.





21