I-TRAX, INC.

               AMENDED AND RESTATED 2001 EQUITY COMPENSATION PLAN
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                                   ARTICLE ONE

                               GENERAL PROVISIONS
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         I. PURPOSE OF THE PLAN

                  This Amended and Restated 2001 Equity Compensation Plan is
intended to promote the interests of I-trax, Inc., a Delaware corporation, by
providing eligible persons with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to remain in the service of the Corporation.

                  Capitalized terms shall have the meanings assigned to such
terms in the attached Appendix.

         II. STRUCTURE OF THE PLAN

         A. The Plan shall be divided into the separate equity incentive
programs described in items 1, 2 and 3 below, and, upon the direction of the
Board, into the separate equity incentive program described in item 4 below:

         1.       the Discretionary Option Grant Program under which eligible
                  persons may, at the discretion of the Plan Administrator, be
                  granted options to purchase shares of Common Stock,

         2.       the Salary Investment Option Grant Program under which
                  eligible employees may elect to have a portion of their base
                  salary invested each year in special options,

         3.       the Stock Issuance Program under which eligible persons may,
                  at the discretion of the Plan Administrator, be issued shares
                  of Common Stock directly, either through the immediate
                  purchase of such shares or as a bonus for services rendered
                  the Corporation (or any Parent or Subsidiary), and

         4.       when implemented by the Board, the Automatic Option Grant
                  Program under which eligible non-employee Board members shall
                  automatically receive options at periodic intervals to
                  purchase shares of Common Stock.

         B. The provisions of Articles One and Six shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.

         C. This Plan shall be unfunded. The Corporation shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any awards under this Plan.


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         III. ADMINISTRATION OF THE PLAN

         A. The following provisions shall govern the administration of the
Plan:

         1.       The Board shall have the authority to administer the
                  Discretionary Option Grant and Stock Issuance Programs with
                  respect to Section 16 Insiders and Covered Employees, but may
                  delegate such authority in whole or in part to the Primary
                  Committee.

         2.       Administration of the Discretionary Option Grant and Stock
                  Issuance Programs with respect to all other persons eligible
                  to participate in those programs may, at the Board's
                  discretion, be vested in the Primary Committee or a Secondary
                  Committee, or the Board may retain the power to administer
                  those programs with respect to all such persons.

         3.       The Board (or Primary Committee) shall select the Section 16
                  Insiders and Covered Employees and other highly compensated
                  Employees eligible to participate in the Salary Investment
                  Option Grant Program. However, all option grants under the
                  Salary Investment Option Grant Program shall be made in
                  accordance with the terms of that program and the Primary
                  Committee shall not exercise any administrative discretion
                  with respect to option grants made under the program.

         4.       If and when activated by the Board, administration of the
                  Automatic Option Grant Program shall be self-executing in
                  accordance with the terms of that program.

         B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:

         1.       to establish such rules as it may deem appropriate for proper
                  administration of the Plan, to make all factual
                  determinations, to construe and interpret the provisions of
                  the Plan and the awards thereunder and to resolve any and all
                  ambiguities thereunder;

         2.       to determine, with respect to awards made under the
                  Discretionary Option Grant and Stock Issuance Programs, which
                  eligible persons are to receive such awards, the time or times
                  when such awards are to be made, the number of shares to be
                  covered by each such award, the vesting schedule (if any)
                  applicable to the award, the status of a granted option as
                  either an Incentive Option or a Non-Statutory Option and the
                  maximum term for which the option is to remain outstanding;

         3.       to amend, modify or cancel any outstanding award with the
                  consent of the holder or accelerate the vesting of such award;
                  and

         4.       to take such other discretionary actions as permitted pursuant
                  to the terms of the applicable program.

         C. All decisions of each Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties.


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         D. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

         E. Notwithstanding any of the foregoing provisions of this Section III
to the contrary, each Plan Administrator that has the authority to administer
any equity program under the Plan with respect to Section 16 Insiders and
Covered Employees shall consist solely of two or more individuals who are both
"outside directors" as defined under Section 162(m) of the Code and related
Treasury regulations and "non-employee directors" as defined under Rule 16b-3
under the 1934 Act.

         F. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee
(whether or not an actual Board member) shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such
committee. No member of the Primary Committee or the Secondary Committee shall
be liable for any act or omission made in good faith with respect to the Plan or
any options or stock issuances under the Plan.

         IV. ELIGIBILITY

         A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

         1.       Employees,

         2.       non-employee members of the Board or of the board of directors
                  of any Parent or Subsidiary, and

         3.       consultants and other independent advisors who provide
                  services to the Corporation (or any Parent or Subsidiary).

         B. Only Employees who are Section 16 Insiders and Covered Employees or
other highly compensated individuals shall be eligible to participate in the
Salary Investment Option Grant Program.

         C. Only non-employee Board members shall be eligible to participate in
the Automatic Option Grant Program.

         V. STOCK SUBJECT TO THE PLAN

         A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
that may be issued under the plan shall not exceed Three Million Six Hundred
Thousand (3,600,000) shares, plus the additional shares of Common Stock
described in Section V.B of Article 1.


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         B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January of
each calendar year during the term of the Plan, beginning with the 2005 calendar
year, by an amount equal to three percent (3%) of the total number of shares of
Common Stock outstanding on the last trading day in December of the immediately
preceding calendar year, but in no event shall such annual increase exceed Three
Hundred Thousand (300,000) shares.

         C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than Four Hundred Thousand (400,000) shares of Common Stock in the
aggregate per calendar year.

         D. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid for with shares of Common Stock or should
shares of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection with
the exercise of an option or the vesting of a stock issuance under the Plan,
then the number of shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the option is exercised
or which vest under the stock issuance, and not by the net number of shares of
Common Stock issued to the holder of such option or stock issuance. Shares of
Common Stock underlying one or more stock appreciation rights exercised under
the Plan shall not be available for subsequent issuance.

         E. If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the number and/or class of securities by which the share reserve is
to increase each calendar year pursuant to the automatic share increase
provisions of the Plan, (iii) the number and/or class of securities for which
any one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year, (iv) the
number and/or class of securities for which grants are subsequently to be made
under the Automatic Option Grant Program to new and continuing non-employee
Board members, and (v) the number and/or class of securities and the exercise
price per share in effect under each outstanding option under the Plan. Such
adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.

         VI. LIMITATIONS ON ISSUANCE OR TRANSFER OF SHARES.


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         A. No Common Stock shall be issued or transferred in connection with
any award hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Common Stock have been complied with to the
satisfaction of the Plan Administrator. The Plan Administrator shall have the
right to condition any award made to any Optionee or Participant hereunder on
such Optionee's or Participant's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Common Stock
as the Plan Administrator shall deem necessary or advisable, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Common Stock issued or transferred under the
Plan will be subject to such stop-transfer orders and other restrictions as may
be required by applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon.

         B. If based upon the opinion of counsel to the Corporation, the Plan
Administrator determines that the exercise of any options would violate any
applicable provision of (a) state or federal securities law or (b) the listing
requirements of any securities exchange registered under the 1934 Act on which
are listed any of the Corporation's equity securities, then the Plan
Administrator may postpone any such exercise; provided, however, that the
Corporation shall use its best efforts to cause such exercise to comply with all
such provisions at the earliest practicable date.

         C. With respect to Section 16 Insiders and Covered Employees of the
Corporation, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the
extent any provision of the Plan or action by the Board or the Plan
Administrator fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Board and the Plan
Administrator.

         D. If so requested by the Corporation or any representative of the
underwriters (the "Managing Underwriter") in connection with any registration of
the offering of any securities of the Corporation under the Securities Act of
1933, as amended (the "Securities Act"), an Optionee or Participant (including
any successor or assigns) shall not sell or otherwise transfer any shares or
other securities of the Corporation during the 180-day period following the
effective date of a registration statement of the Corporation filed under the
Securities Act (or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Corporation) (the "Market
Standoff Period"). Such restriction shall apply to any registration statement of
the Corporation to become effective under the Securities Act that includes
securities to be sold on behalf of the Corporation to the public in an
underwritten public offering under the Securities Act. The Corporation may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.



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                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM
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         I. OPTION TERMS

                  Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

                  A.       Exercise Price.

                  The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant and may be less than, equal to or
greater than the Fair Market Value per share of Common Stock on the option grant
date.

                  The exercise price shall become immediately due upon exercise
of the option and shall, subject to the provisions of Section II of Article Six
and the documents evidencing the option, be payable in one or more of the
following forms:

                           1.       in cash or check made payable to the
                                    Corporation;

                           2.       shares of Common Stock held for the
                                    requisite period necessary to avoid a charge
                                    to the Corporation's earnings for financial
                                    reporting purposes and valued at Fair Market
                                    Value on the Exercise Date, or

                           3.       to the extent the option is exercised for
                                    vested shares, through a special sale and
                                    remittance procedure pursuant to which the
                                    Optionee shall concurrently provide
                                    irrevocable instructions to (a) a
                                    Corporation-designated brokerage firm to
                                    effect the immediate sale of the purchased
                                    shares and remit to the Corporation, out of
                                    the sale proceeds available on the
                                    settlement date, sufficient funds to cover
                                    the aggregate exercise price payable for the
                                    purchased shares plus all applicable
                                    Federal, state and local income and
                                    employment taxes required to be withheld by
                                    the Corporation by reason of such exercise
                                    and (b) the Corporation to deliver the
                                    certificates for the purchased shares
                                    directly to such brokerage firm in order to
                                    complete the sale.

                  Except to the extent the sale and remittance procedure
described in item 3, above, is utilized, payment of the exercise price for the
purchased shares must be made on the Exercise Date.

                  B.       Exercise and Term of Options. Each option shall be
                           exercisable at such time or times, during such period
                           and for such number of shares as shall be determined
                           by the Plan Administrator and set forth in the
                           documents evidencing the option. However, no option
                           shall have a term in excess of ten (10) years
                           measured from the option grant date.


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<PAGE>

                  C.       Loans and Guarantees. The Plan Administrator may, in
                           its discretion,

                           1.       allow an Optionee in the Discretionary
                                    Option Grant Program to defer (at no less
                                    than reasonable commercial rates) payment to
                                    the Corporation of all or any portion of (a)
                                    the exercise price of an option, or (b) any
                                    taxes associated with a benefit hereunder
                                    which is not a cash benefit at the time such
                                    benefit is so taxable, or

                           2.       cause the Corporation to guarantee a loan
                                    from a third party to the Optionee in the
                                    Discretionary Option Grant Program, in an
                                    amount equal to all or any portion of such
                                    exercise price or any related taxes.

                  Any such payment deferral or guarantee by the Corporation
pursuant to this Section I.C. shall be, on a secured or unsecured basis, for
such periods, at commercial interest rates, and on such other terms and
conditions as the Plan Administrator may determine. Notwithstanding the
foregoing, a Optionee shall not be entitled to defer the payment of such
exercise price or any related taxes unless the Optionee (a) enters into a
binding obligation to pay the portion of the exercise price or any related taxes
which are deferred and (b) pays upon exercise of an option a minimum amount,
with respect to all shares of Common Stock to be then issued, equal to the
amount determined by the Plan Administrator to be capital within the meaning of
Section 154 of the Delaware General Corporation Law. If the Plan Administrator
has permitted a payment deferral or caused the Corporation to guarantee a loan
pursuant to this Section I.C., then the Plan Administrator may, in its
discretion, require the immediate payment of such deferred amount or the
immediate release of such guarantee in the event the Optionee sells or otherwise
transfers the Optionee's shares of Common Stock purchased pursuant to such
deferral or guarantee.

                  D.       Cessation of Service.
                           ---------------------

                  The following provisions shall govern the exercise of any
options outstanding at the time of the Optionee's cessation of Service or death:

                           1.       Any option outstanding at the time of the
                                    Optionee's cessation of Service for any
                                    reason shall remain exercisable for such
                                    period of time thereafter as shall be
                                    determined by the Plan Administrator and set
                                    forth in the documents evidencing the
                                    option, but no such option shall be
                                    exercisable after the expiration of the
                                    option term.

                           2.       Any option exercisable in whole or in part
                                    by the Optionee at the time of death may be
                                    subsequently exercised by his or her
                                    Beneficiary.

                           3.       During the applicable post-Service exercise
                                    period, the option may not be exercised in
                                    the aggregate for more than the number of
                                    vested shares for which the option is
                                    exercisable on the date of the Optionee's
                                    cessation of Service. Upon the expiration of
                                    the applicable exercise period or (if
                                    earlier) upon the expiration of the option
                                    term, the option shall terminate and cease
                                    to be outstanding for any vested shares for
                                    which the option has not been exercised.
                                    However, the option shall, immediately upon
                                    the Optionee's cessation of Service,
                                    terminate and cease to be outstanding to the
                                    extent the option is not otherwise at that
                                    time exercisable for vested shares.



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<PAGE>

                           4.       Should the Optionee's Service be terminated
                                    for Misconduct or should the Optionee engage
                                    in Misconduct while his or her options are
                                    outstanding, then all such options shall
                                    terminate immediately and cease to be
                                    outstanding.

                  The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding:

                           1.       to extend the period of time for which the
                                    option is to remain exercisable following
                                    the Optionee's cessation of Service to such
                                    period of time as the Plan Administrator
                                    shall deem appropriate, but in no event
                                    beyond the expiration of the option term,
                                    and/or

                           2.       to permit the option to be exercised, during
                                    the applicable post-Service exercise period,
                                    for one or more additional installments in
                                    which the Optionee would have vested had the
                                    Optionee continued in Service.

                  E.       Stockholder Rights. The holder of an option shall
                           have no stockholder rights with respect to the shares
                           subject to the option until such person shall have
                           exercised the option, paid the exercise price and
                           become a holder of record of the purchased shares.

                  F.       Repurchase Rights. The Plan Administrator shall have
                           the discretion to grant options which are exercisable
                           for unvested shares of Common Stock. Should the
                           Optionee cease Service while holding such unvested
                           shares, the Corporation shall have the right to
                           repurchase, at the exercise price paid per share, any
                           or all of those unvested shares. The terms upon which
                           such repurchase right shall be exercisable (including
                           the period and procedure for exercise and the
                           appropriate vesting schedule for the purchased
                           shares) shall be established by the Plan
                           Administrator and set forth in the document
                           evidencing such repurchase right.

                  G.       Limited Transferability of Options. During the
                           lifetime of the Optionee, Incentive Options shall be
                           exercisable only by the Optionee and shall not be
                           assignable or transferable other than by will or by
                           the laws of inheritance following the Optionee's
                           death. Non-Statutory Options shall be subject to the
                           same restrictions, except that a Non-Statutory Option
                           may, to the extent permitted by the Plan
                           Administrator, be assigned in whole or in part
                           without consideration during the Optionee's lifetime
                           to one or more members of the Optionee's immediate
                           family, or to others, including but not limited to, a
                           trust in which Optionee and/or one or more such
                           family members hold more than fifty percent (50%) of
                           the beneficial interest, an entity in which more than
                           fifty percent (50%) of the voting interests are owned
                           by one or more such family members, or an entity,
                           acceptable to the Plan Administrator, with which the
                           Optionee has a business relationship. Non-Statutory
                           Options may also be transferred, to the extent
                           permitted by the Plan Administrator, pursuant to a
                           domestic relations order (as defined under section
                           414(p) of the Code). Each such transfer must also be
                           consistent with applicable securities laws. The terms
                           applicable to the assigned portion shall be the same
                           as those in effect for the option immediately prior
                           to such assignment which shall be set forth in such
                           documents issued to the assignee as the Plan
                           Administrator may deem appropriate and each assignee
                           shall agree to be legally bound by such terms.


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<PAGE>

                  Notwithstanding the foregoing, the Optionee may also designate
one or more persons as the Beneficiary or Beneficiaries of his or her
outstanding options, and those options shall, in accordance with such
designation, automatically be transferred to such Beneficiary or Beneficiaries
upon the Optionee's death while holding those options and upon furnishing proof
satisfactory to the Corporation of the Beneficiary's or Beneficiaries' right to
receive the options. Such Beneficiary or Beneficiaries shall take the
transferred options subject to all the terms and conditions of the applicable
agreement evidencing each such transferred option, including (without
limitation) the limited time period during which the option may be exercised
following the Optionee's death.

         II.      INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One and Two shall be applicable to Incentive Options.
Options which are specifically designated as Non-Statutory Options when issued
under the Plan shall not be subject to the terms of this Section II.

                  A.       Eligibility. Incentive Options may only be granted to
                           Employees.

                  B.       Exercise Price. The exercise price per share shall
                           not be less than one hundred percent (100%) of the
                           Fair Market Value per share of Common Stock on the
                           option grant date.

                  C.       Dollar Limitation. The aggregate Fair Market Value of
                           the shares of Common Stock (determined as of the
                           respective date or dates of grant) for which one or
                           more options granted to any Employee under the Plan
                           (or any other option plan of the Corporation or any
                           Parent or Subsidiary) may for the first time become
                           exercisable as Incentive Options during any one
                           calendar year shall not exceed the sum of One Hundred
                           Thousand Dollars ($100,000). To the extent the
                           Employee holds two (2) or more such options which
                           become exercisable for the first time in the same
                           calendar year, the foregoing limitation on the
                           exercisability of such options as Incentive Options
                           shall be applied on the basis of the order in which
                           such options are granted.

                  D.       10% Stockholder. If any Employee to whom an Incentive
                           Option is granted is a 10% Stockholder, then the
                           exercise price per share shall not be less than one
                           hundred ten percent (110%) of the Fair Market Value
                           per share of Common Stock on the option grant date,
                           and the option term shall not exceed five (5) years
                           measured from the option grant date.

         III.     CONSEQUENCES OF A CHANGE IN CONTROL

                  A.       Upon a Change in Control the Plan Administrator,
                           subject to Section III.B., below, shall have the full
                           discretion to do any or all of the following with
                           respect to the outstanding options granted under the
                           Discretionary Option Grant Program:

                           1.       to provide that the outstanding options
                                    shall accelerate and become fully
                                    exercisable, whether or not those options
                                    are assumed or otherwise continued in full
                                    force and effect pursuant to the terms of
                                    the Change in Control. Any such option shall
                                    accordingly become exercisable, immediately
                                    prior to the effective date of such Change
                                    in Control, for all of


                                       9
<PAGE>

                                    the shares of Common Stock at the time
                                    subject to that option and may be exercised
                                    for any or all of those shares as
                                    fully-vested shares of Common Stock;

                           2.       to provide that one or more of the
                                    Corporation's repurchase rights provided in
                                    accordance with Section I.F., above, shall
                                    not be assignable in connection with such
                                    Change in Control and shall terminate upon
                                    the consummation of such Change in Control,
                                    except to the extent: (i) those repurchase
                                    rights are assigned to the successor
                                    corporation (or parent thereof) or are
                                    otherwise continued in full force and effect
                                    pursuant to the terms of the Change in
                                    Control or (ii) such accelerated vesting is
                                    precluded by other limitations imposed by
                                    the Plan Administrator at the time the
                                    repurchase right is issued;

                           3.       where the Corporation is not the surviving
                                    corporation (or survives only as a
                                    subsidiary of another corporation) to
                                    provide that all outstanding options that
                                    are not exercised shall be assumed by, or
                                    replaced with comparable options granted by,
                                    the surviving corporation;

                           4.       subject to Section III.B. below, to require
                                    that Optionees surrender their outstanding
                                    options in exchange for a payment by the
                                    Corporation, in cash or Common Stock as
                                    determined by the Plan Administrator, in an
                                    amount equal to the amount by which the then
                                    Fair Market Value of the shares of Common
                                    Stock subject to the Optionee's unexercised
                                    options exceeds the exercise price of the
                                    options;

                           5.       after giving Optionees an opportunity to
                                    exercise their outstanding options, to
                                    terminate any or all unexercised options at
                                    such time as the Plan Administrator deems
                                    appropriate. Such surrender or termination
                                    shall take place as of the date specified by
                                    the Plan Administrator; or

                           6.       to take any other action that the Plan
                                    Administrator shall determine to pursue.

                  B.       Notwithstanding anything in the Plan to the contrary,
                           in the event of a Change in Control, the Plan
                           Administrator shall not have the right to take any
                           actions described in the Plan that would make the
                           Change in Control ineligible for pooling of interest
                           accounting treatment or that would make the Change in
                           Control ineligible for desired tax treatment if, in
                           the absence of such right, the Change in Control
                           would qualify for such treatment and the Corporation
                           intends to use such treatment with respect to the
                           Change in Control.

                  C.       Each option which is assumed in connection with a
                           Change in Control shall be appropriately adjusted,
                           immediately after such Change in Control, to apply to
                           the number and class of securities which would have
                           been issuable to the Optionee in consummation of such
                           Change in Control had the option been exercised
                           immediately prior to such Change in Control.
                           Appropriate adjustments to reflect such Change in
                           Control shall also be made to (i) the exercise price
                           payable per share under each outstanding option,
                           provided the aggregate exercise price payable for
                           such securities shall remain the same, (ii) the
                           maximum number and/or class of securities available
                           for issuance over the remaining term of the Plan and
                           (iii) the maximum number and/or class of securities
                           for which any one person may be granted options,
                           separately exercisable stock appreciation rights and
                           direct stock issuances under the Plan per calendar
                           year.



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<PAGE>


                           To the extent the actual holders of the Corporation's
                           outstanding Common Stock receive cash consideration
                           for their Common Stock in consummation of the Change
                           in Control, the successor corporation may, in
                           connection with the assumption of the outstanding
                           options, substitute one or more shares of its own
                           common stock with a fair market value equivalent to
                           the cash consideration paid per share of Common Stock
                           in such Change in Control.

                  D.       The Plan Administrator may at any time provide that
                           one or more options will automatically accelerate
                           upon an Involuntary Termination of the Optionee's
                           Service within a designated period (not to exceed
                           eighteen (18) months) following the effective date of
                           any Change in Control in which those options do not
                           otherwise accelerate. Any options so accelerated
                           shall remain exercisable for fully-vested shares
                           until the earlier of (i) the expiration of the option
                           term or (ii) the expiration of the one (1) year
                           period measured from the effective date of the
                           Involuntary Termination. In addition, the Plan
                           Administrator may at any time provide that one or
                           more of the Corporation's repurchase rights shall
                           immediately terminate upon such Involuntary
                           Termination.

                  E.       The portion of any Incentive Option accelerated in
                           connection with a Change in Control shall remain
                           exercisable as an Incentive Option only to the extent
                           the applicable One Hundred Thousand Dollar ($100,000)
                           limitation is not exceeded. To the extent such dollar
                           limitation is exceeded, the accelerated portion of
                           such option shall be exercisable as a Non-Statutory
                           Option under the Federal tax laws.

         IV.      STOCK APPRECIATION RIGHTS

                  The Plan Administrator may, subject to such conditions as it
may determine, grant to selected Optionees stock appreciation rights which will
allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option in
exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which the
option is surrendered over (b) the aggregate exercise price payable for such
shares. The distribution may be made in shares of Common Stock valued at Fair
Market Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.

         V.       SUBSTITUTED OPTIONS

                  If the Plan Administrator cancels, with the consent of an
Optionee, any option granted under the Plan, and a new option is substituted
therefor, then the Plan Administrator may, in its discretion, provide that the
grant date of the canceled option shall be the date used to determine the
earliest date or dates for exercising or disposing of the new substituted option
under Section I.B., above, so that the Optionee may exercise or dispose of the
substituted option at the same time as if the Optionee had held the substituted
option since the grant date of the canceled option; provided, however, that no
Optionee who for purposes of Section 16 of the 1934 Act is treated as an
officer, director or 10% Stockholder of the Corporation may dispose of a
substituted exchange option within less than six months after the grant date
(calculated without reference to this Section V).


                                       11
<PAGE>

                                  ARTICLE THREE

                     SALARY INVESTMENT OPTION GRANT PROGRAM
                     --------------------------------------

         I.       OPTION GRANTS

                  The Primary Committee may implement the Salary Investment
Option Grant Program for one or more calendar years beginning after the Plan
Effective Date and select the Section 16 Insiders and Covered Employees and
other highly compensated Employees who shall be eligible to participate in the
Salary Investment Option Grant Program for each such calendar year. Each
selected individual who elects to participate in the Salary Investment Option
Grant Program must, prior to the start of each calendar year of participation,
file with the Plan Administrator (or its designate) an irrevocable authorization
directing the Corporation to reduce his or her base salary for that calendar
year by an amount not less than Five Thousand Dollars ($5,000) (or such lesser
amount as the Plan Administrator may determine) nor more than Fifty Thousand
Dollars ($50,000) (or such lesser amount as the Plan Administrator may
determine). Each individual who files such a timely election shall be granted an
option under the Salary Investment Grant Program on the first trading day in
January for the calendar year for which the salary reduction is to be in effect.

         II.      OPTION TERMS

                  Each option shall be a Non-Statutory Option evidenced by one
or more documents in the form approved by the Plan Administrator; provided,
however, that each such document shall comply with the terms specified below.

                  A.       Exercise Price.

                           1.       The exercise price per share shall be
                                    thirty-three and one-third percent (33-1/3%)
                                    of the Fair Market Value per share of Common
                                    Stock on the option grant date.

                           2.       The exercise price shall become immediately
                                    due upon exercise of the option and shall be
                                    payable in one or more of the alternative
                                    forms authorized under the Discretionary
                                    Option Grant Program. Except to the extent
                                    the sale and remittance procedure specified
                                    thereunder is utilized, payment of the
                                    exercise price for the purchased shares must
                                    be made on the Exercise Date.

                  B.       Number of Option Shares. The number of shares of
                           Common Stock subject to the option shall be
                           determined pursuant to the following formula (rounded
                           down to the nearest whole number):

                           X = A / (B x 66-2/3%), where

                           X is the number of option shares,

                           A is the dollar amount of the approved reduction in
                           the Optionee's base salary for the calendar year, and


                                       12
<PAGE>


                           B is the Fair Market Value per share of Common Stock
                           on the option grant date.

                  C.       Exercise and Term of Options. The option shall become
                           exercisable in a series of twelve (12) successive
                           equal monthly installments upon the Optionee's
                           completion of each calendar month of Service in the
                           calendar year for which the salary reduction is in
                           effect. Each option shall have a maximum term of ten
                           (10) years measured from the option grant date.

                  D.       Cessation of Service. Each option outstanding at the
                           time of the Optionee's cessation of Service shall
                           remain exercisable, for any or all of the shares for
                           which the option is exercisable at the time of such
                           cessation of Service, until the earlier of (i) the
                           expiration of the option term or (ii) the expiration
                           of the three (3)-year period following the Optionee's
                           cessation of Service. To the extent the option is
                           held by the Optionee at the time of his or her death,
                           the option may be exercised by his or her
                           Beneficiary. However, the option shall, immediately
                           upon the Optionee's cessation of Service, terminate
                           and cease to remain outstanding with respect to any
                           and all shares of Common Stock for which the option
                           is not otherwise at that time exercisable.

         III.     CHANGE IN CONTROL

                  A.       In the event of any Change in Control while an
                           Optionee remains in Service holding an outstanding
                           option granted under the Salary Investment Option
                           Grant Program, the Plan Administrator shall have the
                           full discretion to do any or all of the following:

                           1.       to provide that each such outstanding option
                                    shall, immediately prior to the effective
                                    date of the Change in Control, accelerate
                                    and become fully exercisable with respect to
                                    the total number of shares of Common Stock
                                    at the time subject to such option and may
                                    be exercised for any or all of those shares
                                    as fully-vested shares of Common Stock;

                           2.       to provide that one or more of the
                                    Corporation's repurchase rights provided in
                                    accordance with Section I.F., above, shall
                                    not be assignable in connection with such
                                    Change in Control and shall terminate upon
                                    the consummation of such Change in Control,
                                    except to the extent: (i) those repurchase
                                    rights are assigned to the successor
                                    corporation (or parent thereof) or are
                                    otherwise continued in full force and effect
                                    pursuant to the terms of the Change in
                                    Control or (ii) such accelerated vesting is
                                    precluded by other limitations imposed by
                                    the Plan Administrator at the time the
                                    repurchase right is issued;

                           3.       where the Corporation is not the surviving
                                    corporation (or survives only as a
                                    subsidiary of another corporation) to
                                    provide that all outstanding options that
                                    are not exercised shall be assumed by, or
                                    replaced with comparable options granted by,
                                    the surviving corporation;

                           4.       subject to Section III.B. of Article Two,
                                    above, to require that Optionees surrender
                                    their outstanding options in exchange for a
                                    payment by the Corporation, in cash or
                                    Common Stock as determined by the Plan
                                    Administrator, in an amount equal to the
                                    amount by which the then Fair Market Value
                                    of the shares of Common Stock subject to the
                                    Optionee's unexercised options exceeds the
                                    exercise price of the options;


                                       13
<PAGE>

                           5.       after giving Optionees an opportunity to
                                    exercise their outstanding options, to
                                    terminate any or all unexercised options at
                                    such time as the Plan Administrator deems
                                    appropriate. Such surrender or termination
                                    shall take place as of the date specified by
                                    the Plan Administrator; or

                           6.       to take any other action that the Plan
                                    Administrator shall determine to pursue.

                  B.       Each option accelerated in connection with a Change
                           in Control shall terminate upon the Change in
                           Control, except to the extent assumed by the
                           successor corporation (or parent thereof) or
                           otherwise continued in full force and effect pursuant
                           to the terms of the Change in Control.

                  C.       Each option described in Section III.A., above, which
                           is assumed in connection with a Change in Control
                           shall be appropriately adjusted to apply to the
                           number and class of securities which would have been
                           issuable to the Optionee in consummation of such
                           Change in Control had the option been exercised
                           immediately prior to such Change in Control.
                           Appropriate adjustments shall also be made to the
                           exercise price payable per share under each
                           outstanding option, provided the aggregate exercise
                           price payable for such securities shall remain the
                           same. To the extent the actual holders of the
                           Corporation's outstanding Common Stock receive cash
                           consideration for their Common Stock in consummation
                           of the Change in Control, the successor corporation
                           may, in connection with the assumption of the
                           outstanding options, substitute one or more shares of
                           its own common stock with a fair market value
                           equivalent to the cash consideration paid per share
                           of Common Stock in such Change in Control.

         IV.      REMAINING TERMS

                  The remaining terms of each option granted under the Salary
Investment Option Grant Program shall be the same as the terms in effect for
options granted under the Discretionary Option Grant Program.


                                       14
<PAGE>

                                  ARTICLE FOUR

                             STOCK ISSUANCE PROGRAM
                             ----------------------

         I.       STOCK ISSUANCE TERMS

                  Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening options.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or Service
requirements. Each such award shall be evidenced by one or more documents which
comply with the terms specified below.

                  A.       Purchase Price.

                           1.       The purchase price per share of Common Stock
                                    subject to direct issuance shall be fixed by
                                    the Plan Administrator and may be less than,
                                    equal to or greater than the Fair Market
                                    Value per share of Common Stock on the issue
                                    date.

                           2.       Subject to the provisions of Section II of
                                    Article Six, shares of Common Stock may be
                                    issued under the Stock Issuance Program for
                                    any of the following items of consideration
                                    which the Plan Administrator may deem
                                    appropriate in each individual instance:

                                    (i)      cash or check made payable to the
                                             Corporation, or

                                    (ii)     past services rendered to the
                                             Corporation (or any Parent or
                                             Subsidiary).

                  B.       Vesting/Issuance Provisions.

                           1.       The Plan Administrator may issue shares of
                                    Common Stock which are fully and immediately
                                    vested upon issuance or which are to vest in
                                    one or more installments over the
                                    Participant's period of Service or upon
                                    attainment of specified performance
                                    objectives. Alternatively, the Plan
                                    Administrator may issue share right awards
                                    which shall entitle the recipient to receive
                                    a specified number of vested shares of
                                    Common Stock upon the attainment of one or
                                    more performance goals or Service
                                    requirements established by the Plan
                                    Administrator.

                           2.       Any new, substituted or additional
                                    securities or other property (including
                                    money paid other than as a regular cash
                                    dividend) which the Participant may have the
                                    right to receive with respect to his or her
                                    unvested shares of Common Stock by reason of
                                    any stock dividend, stock split,
                                    recapitalization, combination of shares,
                                    exchange of shares or other change affecting
                                    the outstanding Common Stock as a class
                                    without the Corporation's receipt of
                                    consideration shall be issued subject to (i)
                                    the same vesting requirements applicable to
                                    the Participant's unvested shares of Common
                                    Stock and (ii) such escrow arrangements as
                                    the Plan Administrator shall deem
                                    appropriate.

                           3.       The Participant shall have full stockholder
                                    rights with respect to the issued shares of
                                    Common Stock, whether or not the
                                    Participant's interest in those shares is


                                       15
<PAGE>


                                    vested. Accordingly, the Participant shall
                                    have the right to vote such shares and to
                                    receive any regular cash dividends paid on
                                    such shares.

                           4.       Should the Participant cease to remain in
                                    Service while holding one or more unvested
                                    shares of Common Stock, or should the
                                    performance objectives not be attained with
                                    respect to one or more such unvested shares
                                    of Common Stock, then those shares shall be
                                    immediately surrendered to the Corporation
                                    for cancellation, and the Participant shall
                                    have no further stockholder rights with
                                    respect to those shares. To the extent the
                                    surrendered shares were previously issued to
                                    the Participant for consideration paid in
                                    cash or cash equivalent (including the
                                    Participant's purchase-money indebtedness),
                                    the Corporation shall repay to the
                                    Participant the cash consideration paid for
                                    the surrendered shares and shall cancel the
                                    unpaid principal balance of any outstanding
                                    purchase-money note of the Participant
                                    attributable to the surrendered shares.

                           5.       The Plan Administrator may waive the
                                    surrender and cancellation of one or more
                                    unvested shares of Common Stock (or other
                                    assets attributable thereto) which would
                                    otherwise occur upon the cessation of the
                                    Participant's Service or the non-attainment
                                    of the performance objectives applicable to
                                    those shares. Such waiver shall result in
                                    the immediate vesting of the Participant's
                                    interest in the shares of Common Stock as to
                                    which the waiver applies. Such waiver may be
                                    effected at any time, whether before or
                                    after the Participant's cessation of Service
                                    or the attainment or non-attainment of the
                                    applicable performance objectives.

                           6.       Outstanding share right awards shall
                                    automatically terminate, and no shares of
                                    Common Stock shall actually be issued in
                                    satisfaction of those awards, if the
                                    performance goals or Service requirements
                                    established for such awards are not
                                    attained. The Plan Administrator, however,
                                    shall have the authority to issue shares of
                                    Common Stock in satisfaction of one or more
                                    outstanding share right awards as to which
                                    the designated performance goals or Service
                                    requirements are not attained.

         II.      CHANGE IN CONTROL

                  A.       In the event of any Change in Control, the Plan
                           Administrator shall have the full discretion to do
                           any or all of the following with respect to the
                           Corporation's outstanding repurchase rights
                           applicable to shares of Common Stock issued under the
                           Stock Issuance Program:

                           1.       to provide that all such outstanding
                                    repurchase rights shall terminate and all
                                    the shares of Common Stock subject to those
                                    terminated rights shall immediately vest in
                                    full except to the extent that such
                                    accelerated vesting is precluded by other
                                    limitations imposed by the Plan
                                    Administrator at the time the repurchase
                                    right is issued;

                           2.       to assign the repurchase rights to the
                                    successor corporation (or parent thereof) or
                                    otherwise to continue such rights in full
                                    force and effect pursuant to the terms of
                                    the Change in Control; or

                           3.       to take any other action that the Plan
                                    Administrator shall determine to pursue.



                                       16
<PAGE>

                  B.       The Plan Administrator may at any time provide for
                           the automatic termination of one or more of the
                           Corporation's outstanding repurchase rights
                           applicable to the shares described in Section II.A.,
                           above, and the immediate vesting of the shares of
                           Common Stock subject to those terminated rights upon
                           an Involuntary Termination of the Participant's
                           Service within a designated period (not to exceed
                           eighteen (18) months) following the effective date of
                           any Change in Control in which those repurchase
                           rights are assigned to the successor corporation (or
                           parent thereof) or otherwise continue in full force
                           and effect.

         III.     SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan Administrator's discretion,
be held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

         IV.      SECTION 83(b) ELECTION

                  Provided that the Plan Administrator shall not have prohibited
the Participant from making the following election, if a Participant shall, in
connection with any grant of share right awards make the election permitted
under section 83(b) of the Code (i.e., an election to include in such
Participant's gross income in the year of transfer the amounts specified in
section 83(b) of the Code), such Participant shall notify the Plan Administrator
of such election within ten (10) days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and notification required
pursuant to regulations issued under the authority of section 83(b) of the Code.

         V.       FINANCING

                  The Plan Administrator in its sole discretion, may permit any
Participant to pay the purchase price of shares issued under the Stock Issuance
Program by delivering a full-recourse, interest bearing promissory note payable
in one or more installments. The terms of any such promissory note (including
the interest rate and the terms of repayment) shall be established by the Plan
Administrator, in its sole discretion. In no event may the maximum credit
available to the Participant exceed the sum of (i) the aggregate purchase price
payable for the purchased shares (less the amount determined by the Plan
Administrator with respect to the purchased shares to be capital within the
meaning of Section 154 of the Delaware General Corporation Law) plus (ii) any
Federal, state and local income and employment tax liability incurred by the
Participant in connection with the or share purchase.


                                       17
<PAGE>


                                  ARTICLE FIVE

                         AUTOMATIC OPTION GRANT PROGRAM
                         ------------------------------



         I.       OPTION TERMS

                  A.       Grant Dates. The Board may implement the Automatic
                           Option Grant Program as of the first day of any month
                           beginning after the Plan Effective Date. Upon such
                           implementation of the Program (the "Program Effective
                           Date"), options shall be granted on the dates
                           specified below:

                           1.       Each individual who is serving as a
                                    non-employee Board member on the Program
                                    Effective Date and each individual who is
                                    first elected or appointed as a non-employee
                                    Board member at any time after the Program
                                    Effective Date shall automatically be
                                    granted, on the Program Effective Date or on
                                    the date of such initial election or
                                    appointment, as appropriate, a Non-Statutory
                                    Option to purchase Five Thousand (5,000)
                                    shares of Common Stock, (or any lesser
                                    amount determined by the Board), provided
                                    that individual has not previously been in
                                    the employ of the Corporation (or any Parent
                                    or Subsidiary).

                           2.       On the date of each Annual Stockholders
                                    Meeting beginning with the 2002 Annual
                                    Stockholder Meeting, each individual who is
                                    to continue to serve as a non-employee Board
                                    member shall automatically be granted a
                                    Non-Statutory Option to purchase One
                                    Thousand (1,000) shares of Common Stock, (or
                                    any lesser amount determined by the Board),
                                    provided that individual has served as a
                                    non-employee Board member for at least six
                                    (6) months.

                  B.       Exercise Price.
                           ---------------

                           1.       The exercise price per share shall be equal
                                    to one hundred percent (100%) of the Fair
                                    Market Value per share of Common Stock on
                                    the option grant date.

                           2.       The exercise price shall be payable in one
                                    or more of the alternative forms authorized
                                    under the Discretionary Option Grant
                                    Program. Except to the extent the sale and
                                    remittance procedure specified thereunder is
                                    utilized, payment of the exercise price for
                                    the purchased shares must be made on the
                                    Exercise Date.

                  C.       Option Term. Each option shall have a term of ten
                           (10) years measured from the option grant date.

                  D.       Exercise and Vesting of Options. Each option shall be
                           immediately exercisable for any or all of the option
                           shares. However, any unvested shares purchased under
                           the option shall be subject to repurchase by the
                           Corporation, at the exercise price paid per share,
                           upon the Optionee's cessation of Board service prior
                           to vesting in those shares. Each initial 5,000-share
                           option shall vest, and the Corporation's repurchase
                           right shall lapse, in a series of three (3)
                           successive equal annual installments over the
                           Optionee's period of continued service as a Board
                           member, with the first such installment to vest upon
                           the Optionee's completion of one (1) year of Board
                           service measured from the option grant date. Each
                           annual 1,000-share option


                                       18
<PAGE>


                           shall vest, and the Corporation's repurchase right
                           shall lapse, upon the Optionee's completion of three
                           (3) years of Board service measured from the option
                           grant date.

                  E.       Cessation of Board Service. The following provisions
                           shall govern the exercise of any options outstanding
                           at the time of the Optionee's cessation of Board
                           service:

                           1.       Any option outstanding at the time of the
                                    Optionee's cessation of Board service for
                                    any reason shall remain exercisable for a
                                    twelve (12)-month period following the date
                                    of such cessation of Board service, but in
                                    no event shall such option be exercisable
                                    after the expiration of the option term.

                           2.       Any option exercisable in whole or in part
                                    by the Optionee at the time of death may be
                                    subsequently exercised by his or her
                                    Beneficiary.

                           3.       Following the Optionee's cessation of Board
                                    service, the option may not be exercised in
                                    the aggregate for more than the number of
                                    shares for which the option was exercisable
                                    on the date of such cessation of Board
                                    service. Upon the expiration of the
                                    applicable exercise period or (if earlier)
                                    upon the expiration of the option term, the
                                    option shall terminate and cease to be
                                    outstanding for any vested shares for which
                                    the option has not been exercised. However,
                                    the option shall, immediately upon the
                                    Optionee's cessation of Board service,
                                    terminate and cease to be outstanding for
                                    any and all shares for which the option is
                                    not otherwise at that time exercisable.

                           4.       However, should the Optionee cease to serve
                                    as a Board member by reason of death or
                                    Permanent Disability, then all shares at the
                                    time subject to the option shall immediately
                                    vest so that such option may, during the
                                    twelve (12)-month exercise period following
                                    such cessation of Board service, be
                                    exercised for all or any portion of those
                                    shares as fully-vested shares of Common
                                    Stock.

         II.      REMAINING TERMS

                  The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for options
granted under the Discretionary Option Grant Program.


                                       19
<PAGE>


                                   ARTICLE SIX

                                  MISCELLANEOUS
                                  -------------

         I.       NO IMPAIRMENT OF AUTHORITY

                  Outstanding awards shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

         II.      TAX WITHHOLDING

                  A.       The Corporation's obligation to deliver shares of
                           Common Stock upon the exercise of options or the
                           issuance or vesting of such shares under the Plan
                           shall be subject to the satisfaction of all
                           applicable Federal, state and local income and
                           employment tax withholding requirements.

                  B.       The Plan Administrator may, in its discretion,
                           provide any or all holders of Non-Statutory Options
                           or unvested shares of Common Stock under the Plan
                           with the right to use shares of Common Stock in
                           satisfaction of all or part of the Withholding Taxes
                           incurred by such holders in connection with the
                           exercise of their options or the vesting of their
                           shares. Such right may be provided to any such holder
                           in either or both of the following formats:

                           1.       Stock Withholding: The election to have the
                                    Corporation withhold, from the shares of
                                    Common Stock otherwise issuable upon the
                                    exercise of such Non-Statutory Option or the
                                    vesting of such shares, a portion of those
                                    shares with an aggregate Fair Market Value
                                    equal to the percentage of the Withholding
                                    Taxes (not to exceed one hundred percent
                                    (100%)) designated by the holder.

                           2.       Stock Delivery: The election to deliver to
                                    the Corporation, at the time the
                                    Non-Statutory Option is exercised or the
                                    shares vest, one or more shares of Common
                                    Stock previously acquired by such holder
                                    (other than in connection with the option
                                    exercise or share vesting triggering the
                                    Withholding Taxes) with an aggregate Fair
                                    Market Value equal to the percentage of the
                                    Taxes (not to exceed one hundred percent
                                    (100%)) designated by the holder.

         III.     EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Plan shall become effective immediately upon the
                           Plan Effective Date. However, the Salary Investment
                           Option Grant and Automatic Option Grant Programs
                           shall not be implemented until such time as the Plan
                           Administrator and the Board, respectively, may deem
                           appropriate. Options may be granted under the
                           Discretionary Option Grant Program at any time on or
                           after the Plan Effective Date. However, no options
                           granted under the Plan may be exercised, and no
                           shares shall be issued under the Plan, until the Plan
                           is approved by the Corporation's stockholders. If
                           such stockholder approval is not obtained within
                           twelve (12) months after the Plan Effective Date,
                           then all options previously granted under this Plan
                           shall terminate and cease to be outstanding, and no
                           further options shall be granted and no shares shall
                           be issued under the Plan.



                                       20
<PAGE>

                  B.       The Plan shall terminate upon the earliest of (i) the
                           tenth anniversary of the Plan Effective Date, (ii)
                           the date on which all shares available for issuance
                           under the Plan shall have been issued as fully-vested
                           shares or (iii) the termination of all outstanding
                           options in connection with a Change in Control. Upon
                           such plan termination, all outstanding options and
                           unvested stock issuances shall thereafter continue to
                           have force and effect in accordance with the
                           provisions of the documents evidencing such grants or
                           issuances.

                  C.       The Plan shall be the controlling document. No other
                           statements, representations, explanatory materials or
                           examples, oral or written, may amend the Plan in any
                           manner. The Plan shall be binding upon and
                           enforceable against the Corporation and its
                           successors and assigns.

         IV.      AMENDMENT OF THE PLAN

                  A.       The Board shall have complete and exclusive power and
                           authority to amend or modify the Plan in any or all
                           respects. However, no such amendment or modification
                           shall adversely affect the rights and obligations
                           with respect to stock options or unvested stock
                           issuances at the time outstanding under the Plan
                           unless the Optionee or the Participant consents to
                           such amendment or modification. In addition, certain
                           amendments may require stockholder approval pursuant
                           to applicable laws or regulations.

                  B.       Options to purchase shares of Common Stock may be
                           granted under the Discretionary Option Grant and
                           Salary Investment Option Grant Programs and shares of
                           Common Stock may be issued under the Stock Issuance
                           Program that are in each instance in excess of the
                           number of shares then available for issuance under
                           the Plan, provided any excess shares actually issued
                           under those programs shall be held in escrow until
                           there is obtained stockholder approval of an
                           amendment sufficiently increasing the number of
                           shares of Common Stock available for issuance under
                           the Plan. If such stockholder approval is not
                           obtained within twelve (12) months after the date the
                           first such excess issuances are made, then (i) any
                           unexercised options granted on the basis of such
                           excess shares shall terminate and cease to be
                           outstanding and (ii) the Corporation shall promptly
                           refund to the Optionees and the Participants the
                           exercise or purchase price paid for any excess shares
                           issued under the Plan and held in escrow, together
                           with interest (at the applicable Short Term Federal
                           Rate) for the period the shares were held in escrow,
                           and such shares shall thereupon be automatically
                           cancelled and cease to be outstanding.

         V.       USE OF PROCEEDS

                  Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

         VI.      REGULATORY APPROVALS/LEGAL COMPLIANCE

                  A.       The implementation of the Plan, the granting of any
                           stock option under the Plan and the issuance of any
                           shares of Common Stock (i) upon the exercise of any
                           granted option or (ii) under the Stock Issuance
                           Program shall be subject to the Corporation's
                           procurement of all approvals and permits required by
                           regulatory authorities having jurisdiction over the
                           Plan, the stock options granted under it and the
                           shares of Common Stock issued pursuant to it.


                                       21
<PAGE>

                  B.       No shares of Common Stock or other assets shall be
                           issued or delivered under the Plan unless and until
                           there shall have been compliance with all applicable
                           requirements of Federal and state securities laws,
                           including the filing and effectiveness of the Form
                           S-8 registration statement for the shares of Common
                           Stock issuable under the Plan, and all applicable
                           listing requirements of any Stock Exchange (or the
                           Nasdaq National Market or the Nasdaq Small Cap
                           Market, if applicable) on which Common Stock is then
                           listed for trading.

                  C.       With respect to persons subject to section 16 of the
                           1934 Act, it is the intent of the Corporation that
                           the Plan and all transactions under the Plan comply
                           with all applicable provisions of Rule 16b-3 or its
                           successors under the 1934 Act. In addition, it is the
                           intent of the Corporation that the Plan and the
                           options and stock issuances awarded under the Plan
                           comply with the applicable provisions of section
                           162(m) of the Code and section 422 of the Code. To
                           the extent that any legal requirement of section 16
                           of the 1934 Act or section 162(m) or 422 of the Code
                           as set forth in the Plan ceases to be required under
                           section 16 of the 1934 Act or section 162(m) or 422
                           of the Code, that Plan provision shall cease to
                           apply. The Plan Administrator may revoke any option
                           or stock issuance if it is contrary to law or modify
                           an award to bring it into compliance with any valid
                           and mandatory government regulation.

         VII.     NO EMPLOYMENT/SERVICE RIGHTS

                  Nothing in the Plan shall confer upon an Optionee or a
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

         VIII.    CORPORATE TRANSACTIONS

                  Nothing contained in this Plan shall be construed to (i) limit
the right of the Plan Administrator to make awards under this Plan in connection
with the acquisition, by purchase, lease, merger, consolidation or otherwise, of
the business or assets of any corporation, firm or association, including awards
to employees thereof who become Employees or for other proper corporate
purposes, or (ii) limit the right of the Corporation to grant stock options or
make other awards outside of this Plan. Without limiting the foregoing, the Plan
Administrator may make an award to an employee of another corporation who
becomes an Employee by reason of a corporate merger, consolidation, acquisition
of stock or property, reorganization or liquidation involving the Corporation
(or any Parent or Subsidiary) in substitution for a stock option or restricted
stock grant made by such corporation. The terms and conditions of the substitute
grants may vary from the terms and conditions required by the Plan and from
those of the substituted stock incentives. The Corporation shall prescribe the
provisions of the substitute grants.

         IX.      GOVERNING LAW

                  The validity, construction, interpretation and effect of the
Plan and of the documents and other instruments issued under the Plan shall be
governed and construed by


                                       22
<PAGE>

and determined in accordance with the laws of the State of Delaware, without
giving effect to the conflict of laws provisions thereof.

         X.       NATURE OF PAYMENTS

                  Any and all grants of options, payments of cash, or deliveries
of shares of Common Stock hereunder shall constitute special incentive payments
to the Optionees and Participants and shall not be taken into account in
computing the amount of salary or compensation of the Optionees and Participants
for the purposes of determining any pension, retirement, death or other benefits
under any pension, retirement, profit-sharing, bonus, life insurance or other
employee benefit plan of the Corporation (or any Parent or Subsidiary) or any
agreement between the Corporation (or any Parent or Subsidiary), on the one
hand, and the Optionee or Participant, on the other hand, except as such plan or
agreement shall otherwise expressly provide.

         XI.      NON-UNIFORM DETERMINATIONS

                  The Plan Administrator's determinations under the Plan need
not be uniform and may be made by the Plan Administrator's selectively among
persons who receive, or are eligible to receive, awards under the Plan (whether
or not such persons are similarly situated).

         XII.     NO FRACTIONAL SHARES

                  No fractional shares of Common Stock shall be issued or
delivered pursuant to the Plan or any Award. The Plan Administrator shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

         XIII.    HEADINGS

                  Article and Section headings are for reference only. In the
event of a conflict between a heading and the content of an Article or a
Section, the content of the respective Article or Section shall control.


                                       23
<PAGE>

                                    APPENDIX
                                    --------

The following definitions shall be in effect under the Plan:

         A.       Automatic Option Grant Program shall mean the automatic option
                  grant program, if any, in effect under the Plan.

         B.       Beneficiary shall mean, in the event the Plan Administrator
                  implements a beneficiary designation procedure, the person
                  designated by an Optionee or Participant, pursuant to such
                  procedure, to succeed to such person's rights under any
                  outstanding awards held by him or her at the time of death. In
                  the absence of such designation or procedure, the Beneficiary
                  shall be the personal representative of the estate of the
                  Optionee or Participant or the person or persons to whom the
                  award is transferred by will or the laws of inheritance.

         C.       Board shall mean the Corporation's Board of Directors.

         D.       Change in Control shall mean a change in ownership or control
                  of the Corporation effected through any of the following
                  transactions:

                  1.       Any "person" (as such term is used in Sections 13(d)
                           and 14(d) of the 1934 Act) (other than persons who
                           are stockholders on the effective date of the Plan)
                           becomes a "beneficial owner" (as defined in Rule
                           13d-3 under the 1934 Act), directly or indirectly, of
                           securities of the Corporation representing more than
                           50% of the voting power of the then outstanding
                           securities of the Corporation; provided that a Change
                           in Control shall not be deemed to occur as a result
                           of a change of ownership resulting from the death of
                           a stockholder and a Change in Control shall not be
                           deemed to occur as a result of a transaction in which
                           the Corporation becomes a subsidiary of another
                           corporation and in which the stockholders of the
                           Corporation, immediately prior to the transaction,
                           will beneficially own, immediately after the
                           transaction, shares entitling such stockholders to
                           more than 50% of all votes to which all stockholders
                           of the parent corporation would be entitled in the
                           election of directors (without consideration of the
                           rights of any class of stock to elect directors by a
                           separate class vote); or

                  2.       The stockholders of the Corporation approve (or, if
                           stockholder approval is not required, the Board
                           approves) an agreement providing for (i) the merger
                           or consolidation of the Corporation with another
                           corporation where the stockholders of the
                           Corporation, immediately prior to the merger or
                           consolidation, will not beneficially own, immediately
                           after the merger or consolidation, shares entitling
                           such stockholders to more than 50% of all votes to
                           which all stockholders of the surviving corporation
                           would be entitled in the election of directors
                           (without consideration of the rights of any class of
                           stock to elect directors by a separate class vote),
                           (ii) the sale or other disposition of all or
                           substantially all of the assets of the Corporation,
                           or (iii) a liquidation or dissolution of the
                           Corporation.

         E.       Code shall mean the Internal Revenue Code of 1986, as amended.

         F.       Common Stock shall mean the Corporation's common stock.


                                       24
<PAGE>


         G.       Corporation shall mean I-trax, Inc., a Delaware corporation,
                  and any corporate successor to all or substantially all of the
                  assets or voting stock of I-trax, Inc. which shall by
                  appropriate action adopt the Plan.

         H.       Discretionary Option Grant Program shall mean the
                  discretionary option grant program in effect under the Plan.

         I.       Employee shall mean an individual who is in the employ of the
                  Corporation (or any Parent or Subsidiary), subject to the
                  control and direction of the employer entity as to both the
                  work to be performed and the manner and method of performance,
                  including without limitation officers and members of the
                  Board.

         J.       Exercise Date shall mean the date on which the Corporation
                  shall have received written notice of the option exercise.

         K.       Fair Market Value per share of Common Stock on any relevant
                  date shall be determined in accordance with the following
                  provisions:

                  1.       If the Common Stock is publicly traded, then the Fair
                           Market Value per share shall be determined as
                           follows: (x) if the principal trading market for the
                           Common Stock is a Stock Exchange, the Nasdaq National
                           Market or the Nasdaq SmallCap Market, the last
                           reported sale price thereof on the relevant date or
                           (if there were no trades on that date) the latest
                           preceding date upon which a sale was reported, or (y)
                           if the Common Stock is not principally traded on such
                           exchange or market, the last reported highest "bid"
                           price of Common Stock on the relevant date, as
                           reported by the OTC Bulletin Board, the National
                           Daily Quotation Bureau, Inc. or as reported in a
                           customary financial reporting service, as applicable
                           and as the Plan Administrator determines.

                  2.       If the Common Stock is not publicly traded or, if
                           publicly traded, the Plan Administrator determines
                           that the number of shares of the Common Stock traded
                           on a given day, the last reported sale price thereof,
                           or, if applicable, the highest "bid" quotation as set
                           forth above are not indicative of the fair market
                           value of the Common Stock, the Fair Market Value per
                           share shall be as determined by the Plan
                           Administrator.

         L.       Incentive Option shall mean an option, which satisfies the
                  requirements of Code Section 422.

         M.       Involuntary Termination shall mean the termination of the
                  Service of any individual which occurs by reason of:

                  1.       such individual's involuntary dismissal or discharge
                           by the Corporation for reasons other than Misconduct,
                           or

                  2.       such individual's voluntary resignation following (A)
                           a change in his or her position with the Corporation
                           or Parent or Subsidiary employing the individual
                           which materially reduces his or her duties and
                           responsibilities or the level of management to which
                           he or she reports, (B) a reduction in his or her
                           level of compensation (including base salary, fringe
                           benefits and target bonus under any
                           corporate-performance based bonus or incentive
                           programs)


                                       25
<PAGE>

                           by more than fifteen percent (15%) or (C) a
                           relocation of such individual's place of employment
                           by more than fifty (50) miles, provided and only if
                           such change, reduction or relocation is effected by
                           the Corporation without the individual's consent.

         N.       Misconduct shall mean, except to the extent specified
                  otherwise by the Plan Administrator, a finding by the Plan
                  Administrator that the Optionee (i) has breached his or her
                  employment or service contract with the Corporation, (ii) has
                  engaged in disloyalty to the Corporation, including, without
                  limitation, fraud, embezzlement, theft, commission of a felony
                  or proven dishonesty in the course of his or her employment or
                  service, (iii) has disclosed trade secrets or confidential
                  information of the Corporation to persons not entitled to
                  receive such information or (iv) has engaged in such other
                  behavior detrimental to the interests of the Corporation as
                  the Plan Administrator determines.

         O.       1934 Act shall mean the Securities Exchange Act of 1934, as
                  amended.

         P.       Non-Statutory Option shall mean an option not intended to
                  satisfy the requirements of Code Section 422.

         Q.       Option Surrender Value shall mean the Fair Market Value per
                  share of Common Stock on the date an option is surrendered to
                  the Corporation.

         R.       Optionee shall mean any person to whom an option is granted
                  under the Discretionary Option Grant, Salary Investment Option
                  Grant or Automatic Option Grant Program.

         S.       Parent shall mean any corporation (other than the Corporation)
                  in an unbroken chain of corporations ending with the
                  Corporation, provided each corporation in the unbroken chain
                  (other than the Corporation) owns, at the time of the
                  determination, 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.

         T.       Participant shall mean any person who is issued shares of
                  Common Stock under the Stock Issuance Program.

         U.       Permanent Disability or Permanently Disabled shall mean an
                  Optionee's or a Participant's becoming disabled within the
                  meaning of Code section 22 (e)(3). However, solely for
                  purposes of the Automatic Option Grant Program, Permanent
                  Disability or Permanently Disabled shall mean the inability of
                  the non-employee Board member to perform his or her usual
                  duties as a Board member by reason of any medically
                  determinable physical or mental impairment expected to result
                  in death or to be of continuous duration of twelve (12) months
                  or more.

         V.       Plan shall mean the Corporation's Amended and Restated 2001
                  Equity Compensation Plan, as set forth in this document.

         W.       Plan Administrator shall mean the particular entity, whether
                  the Primary Committee, the Board or the Secondary Committee,
                  which is authorized to administer the Discretionary Option
                  Grant, Salary Investment Option Grant and Stock Issuance
                  Programs with


                                       26
<PAGE>

                  respect to one or more classes of eligible persons, to the
                  extent such entity is carrying out its administrative
                  functions under those programs with respect to the persons
                  under its jurisdiction. However, the Primary Committee shall
                  have the plenary authority to make all factual determinations
                  and to construe and interpret any and all ambiguities under
                  the Plan to the extent such authority is not otherwise
                  expressly delegated to any other Plan Administrator.

         X.       Plan Effective Date shall mean March 20, 2001, the date on
                  which the Plan was adopted by the Board.

         Y.       Primary Committee shall mean the committee of two (2) or more
                  non-employee Board members, as defined under Rule 16b-3 under
                  the 1934 Act, who are also "outside directors", as defined
                  under section 162(m) of the Code and who are appointed by the
                  Board to administer the Discretionary Option Grant and Stock
                  Issuance Programs with respect to Section 16 Insiders and
                  Covered Employees and to administer the Salary Investment
                  Option Grant Program with respect to all eligible individuals.

         Z.       Salary Investment Option Grant Program shall mean the salary
                  investment grant program, if any, in effect under the Plan.

         AA.      Secondary Committee shall mean a committee of one (1) or more
                  Board members appointed by the Board to administer the
                  Discretionary Option Grant and Stock Issuance Programs with
                  respect to eligible persons other than Section 16 Insiders and
                  Covered Employees.

         BB.      Section 16 Insider and Covered Employee shall mean an officer
                  or director of the Corporation subject to the short-swing
                  profit liabilities of Section 16 of the 1934 Act and to the
                  extent not covered by such statutory provision, an officer who
                  is subject to the cap on deductible remuneration under section
                  162(m)(3) of the Code.

         CC.      Service shall mean the performance of services for the
                  Corporation (or any Parent or Subsidiary) by a person in the
                  capacity of an Employee, a non-employee member of the board of
                  directors or a consultant or independent advisor, except to
                  the extent otherwise specifically provided in the documents
                  evidencing the option grant or stock issuance.

         DD.      Stock Exchange shall mean either the American Stock Exchange
                  or the New York Stock Exchange.

         EE.      Stock Issuance Program shall mean the stock issuance program,
                  if any, in effect under the Plan.

         FF.      Subsidiary shall mean any corporation (other than the
                  Corporation) in an unbroken chain of corporations beginning
                  with the Corporation, provided each corporation (other than
                  the last corporation) in the unbroken chain owns, at the time
                  of the determination, 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.

                                       27
<PAGE>

         GG.      10% Stockholder shall mean the owner of stock (as determined
                  under Code section 424(d)) possessing more than ten percent
                  (10%) of the total combined voting power of all classes of
                  stock of the Corporation (or any Parent or Subsidiary).

         HH.      Withholding Taxes shall mean the minimum applicable Federal,
                  state and local income and employment withholding tax
                  liabilities to which the holder of Non-Statutory Options or
                  unvested shares of Common Stock may become subject in
                  connection with the exercise of those options or the vesting
                  of those shares.

______________

Pursuant to Section V.E of Article 1, all references to share amounts in the
Plan have been adjusted to reflect the Corporation's 1-for-5 reverse stock
split, which was effected as of the close of business on January 3, 2003.

As revised by the Board at its meeting held August 16, 2004 and approved by the
stockholders at the Annual Meeting held __________ __, 2005 to make the
following amendments: (i) Section V.A of Article 1 was amended to increase the
aggregate number of shares of Common Stock that may be issued under the Plan
from 1,600,000 to 3,600,000, plus the additional shares of common stock
described in Section V.B of Article 1; (ii) Section V.B of Article 1 was amended
to change the maximum amount of the annual increase in the number of shares of
Common Stock available for issuance under the Plan from Two Hundred Thousand
(200,000) shares to Three Hundred Thousand (300,000) shares; and (iii) Section
V.C of Article 1 was amended to increase the maximum aggregate number of shares
of Common Stock for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year from Eighty Thousand (80,000) shares to Four Hundred Thousand
(400,000) shares.


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<PAGE>