MITOTIX, INC.
                           1996 EQUITY INCENTIVE PLAN

1.       Purpose.

         The purpose of the Mitotix, Inc. 1996 Equity Incentive Plan (the
"Plan") is to attract and retain key employees, directors and consultants of
Mitotix, Inc. (the "Company") and its affiliates, to provide an incentive for
them to achieve long-range performance goals, and to enable them to participate
in the long-term growth of the Company by the granting of awards ("Awards") with
respect to the Company's common stock, $0.001 par value (the "Common Stock").

         The Plan is an amendment and restatement of the Company's 1993 Stock
Option Plan. (the "1993 Plan") and supersedes the 1993 Plan, the separate
existence of which shall terminate on the effective date of the Plan. Nothing
herein shall adversely affect the rights and privileges of holders of
outstanding options under the 1993 Plan.

2.       Administration.

         The Plan will be administered by one or more committees each comprised
of not less than two members of the Board of Directors of the Company appointed
by the Board to administer the Plan or a specified portion thereof (the
"Committee"), provided that the Board may in any instance perform any of the
functions of the Committee If a Committee is authorized to grant Awards to a
person subject to Section 16 of the Securities Exchange Act of 1934, as amended
from time to time (the "Exchange Act") or to a "covered employee" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"), each member shall be a "non-employee director" or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act or an
"outside director" or the equivalent within the meaning of Section 162(m) of the
Code, respectively.

         The Committee will select those persons to receive Awards under the
Plan ("Participants") and will determine the terms and conditions of all Awards.
The Committee will have authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it from
time to time considers advisable, and to interpret the provisions of the Plan.
The Committee's decisions will be final and binding. To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not subject to
Section 16 of the Exchange Act or covered employees under Section 162(m) of the
Code and all determinations under the Plan with respect thereto, provided that
the Committee will fix the maximum amount of such Awards for all such
Participants and a maximum for any one Participant.

3.       Eligibility.

         All employees, directors or consultants of the Company (or any business
entity in which the Company owns directly or indirectly 50% or more of the total
voting power or has a significant financial interest as determined by the
Committee) capable of contributing


                                       1

<PAGE>

significantly to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to be Participants
in the Plan.

4.       Stock Available for Awards.

         (a) Amount. Subject to adjustment under subsection (b), Awards may be
made under the Plan for up to 10,000,000 shares of Common Stock (including all
shares of Common Stock available for issue under the 1993 Plan on the effective
date of the Plan). If any Award (including any grant under the 1993 Plan)
expires or is terminated unexercised or is forfeited or settled in a manner that
results in fewer shares outstanding than were awarded, the shares subject to
such Award, to the extent of such expiration, termination, forfeiture or
decrease, will again be available for award under the Plan. Common Stock issued
through the assumption or substitution of outstanding grants from an acquired
company will not reduce the shares available for Awards under the Plan. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

         (b) Adjustment. In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares or
other change affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan, then the
Committee (subject in the case of incentive stock options to any limitation
required under the Code) will equitably adjust any or all of (i) the number and
kind of shares for which Awards may be made under the Plan, (ii) the number and
kind of shares subject to outstanding Awards and (iii) the exercise price with
respect to any of the foregoing. In making such adjustments, the Committee may
ignore fractional shares so that the number of shares subject to any Award will
be a whole number. If considered appropriate, the Committee may make provision
for a cash payment with respect to all or part of an outstanding Award instead
of or in addition to any such adjustment

5.       Types of Awards.

         (a) Stock Grants. The Committee may make awards of shares of Common
Stock ("Stock Grants") upon such terms and conditions as the Committee
determines. Stock Grants may include restricted stock subject to forfeiture to
the Company. Stock Grants may be issued for no cash consideration, such minimum
consideration as may be required by applicable law or such other consideration
as the Committee may determine.

         (b) Stock Options. The Committee may grant options ("Stock Options") to
purchase shares of Common Stock upon such terms and conditions as the Committee
determines. Stock Options may include both incentive stock options that comply
with the requirements of Section 422 of the Code and nonstatutory stock options
that are not intended to comply with such requirements. No incentive stock
option may be granted under the Plan more than ten years after the effective
date of the Plan. Payment of the exercise price may be made in cash or, to the
extent permitted by the Committee at or after the grant of the Stock Option, in
whole or in part by delivery of a note or shares of Common Stock owned by the
optionee or by retaining shares otherwise issuable pursuant to the Stock Option,
in each case valued at fair market value on the

                                       2

<PAGE>

date of delivery or retention, or such other lawful consideration as the
Committee may determine.

         (c) Stock Equivalents. The Committee may grant rights to receive
payment from the Company based in whole or in part on the value of the Common
Stock ("Stock Equivalents") upon such terms and conditions as the Committee
determines. Stock Equivalents may include stock appreciation rights ("SARs"),
which are rights to receive any excess in value of shares of Common Stock over
the exercise price. The Committee will determine at the time of grant or
thereafter whether Stock Equivalents are to be settled in cash, Common Stock or
other securities of the Company, other Awards or other property, and may define
the manner of determining the excess in value of the shares of Common Stock.

6.       General Provisions Applicable to Awards.

         (a) Exercise Price of Stock Options and SARs. The Committee will
establish the exercise price of a Stock Option or SAR at the time the Award is
granted. In the case of an incentive stock option, the exercise price will not
be less than 100% of the fair market value of the Common Stock on the date of
the Award.

         (b) Fair Market Value. The fair market value of the Common Stock or any
other property will be the fair market value of such property as determined by
the Committee in good faith or in the manner established by the Committee from
time to time.

         (c) Reporting Person Limitations. Awards will not be transferable by
the recipient other than by will or the laws of descent and distribution and are
exercisable during such person's lifetime only by such person or by such
person's guardian or legal representative; provided that the Committee may waive
such restriction in any case in its discretion.

         (d) Documentation. Each Award under the Plan will be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan. These terms and conditions may include
performance criteria, vesting requirements, restrictions on transfer and payment
rules. The Committee may establish the terms and conditions at the time the
Award is granted or may provide that such terms and conditions will be
determined at anytime thereafter.

         (e) Granting of Awards. Each type of Award may be made alone, in
addition to or in relation to any other Award. SARs granted in tandem with a
Stock Option will terminate to the extent that the related Stock Option is
exercised, and the related Stock Option will terminate to the extent that the
tandem SARs are exercised. The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee at the time of grant or at any
time thereafter.

         (f) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable (in cash or in the form of Awards) currently or deferred
with or without interest and (ii) cash payments in lieu of or in addition to an
Award.


                                       3


<PAGE>

         (g) Termination of Employment. The Committee will determine the effect
on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or beneficiary may
receive payment of an Award or exercise rights thereunder. A Participant may
designate a beneficiary in a manner determined by the Committee. In the absence
of an effective designation, a Participant's beneficiary will be the
Participant's estate.

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

         (i) Loans. The Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any Award
under the Plan, which loans may be secured by any security, including Common
Stock, underlying such Award (provided that the loan will not exceed the fair
market value of the security underlying such Award), and which may be forgiven
upon such terms and conditions as the Committee may establish at the time of
such loan or at any time thereafter.

         (j) Withholding Taxes. The Participant will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, the
Participant may pay, or make provision for payment of any taxes due with respect
to an Award in whole or in part by the delivery of, shares of Common Stock owned
by the Optionee or by directing the Company to retain shares from the Award
creating the tax obligation. In either case, such shares will be valued at fair
market value on the date of retention or delivery. The Company and its
affiliates may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.

         (k) Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.

         (1) Amendment of Award. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the same
or a different type and changing the date of exercise or realization, provided
that the Participant's consent to such action will be required unless the
Committee determines that the action, taking into account any related action,
would not adversely affect the Participant.


                                       4


<PAGE>

7.       Miscellaneous.

         (a) No Right To Employment. No person will have any claim or right to
be granted an Award. Neither the Plan nor any Award hereunder will be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.

         (b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or beneficiary will have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded will be considered the holder of such Common Stock at
the time of the Award except as otherwise provided in the applicable Award.

         (c) Effective Date. The Plan will be effective on May 21, 1996.

         (d) Amendment of Plan. The Board of Directors of the Company may amend,
suspend or terminate the Plan or any portion thereof at any time, subject to any
stockholder approval that the Board determines to be necessary or advisable.

         (e) Governing Law. The provisions of the Plan will be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.

                       ----------------------------------

Adopted by the Board of Directors on May 21, 1996.
Approved by the stockholders on August 30, 1996.
Amended by the Board of Directors on July 31, 1997
Approved by the stockholders on July 31, 1997
Amended by the Board of Directors on December __, 1999
Approved by the stockholders on December __, 1999




                                       5