Prepared by MERRILL CORPORATION





Exhibit 10.7


ASSUMED ELIGIX, INC.

1997 EQUITY INCENTIVE PLAN


Adopted June 30, 1997

As Amended August 31, 1998

As Amended January 28, 1999

Assumed by BioTransplant Incorporated on May 15, 2001


1.          PURPOSES.


             (a)         The purpose of the Plan is to provide a means by
which selected Employees and Directors and Consultants may be given an
opportunity to benefit from increases in value of the common stock of the
Company ("Common Stock") through the granting of (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, and (iv) rights
to purchase restricted stock.


             (b)         The Company, by means of the Plan, seeks to retain
the services of persons who are now Employees, Directors or Consultants, to
secure and retain the services of new Employees, Directors and Consultants, and
to provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.


             (c)         The Company intends that the Stock Awards issued
under the Plan shall, in the discretion of the Board or any Committee to which
responsibility for administration of the Plan has been delegated pursuant to
subsection 3(c), be either (i) Options granted pursuant to Section 6 hereof,
including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock
bonuses or rights to purchase restricted stock granted pursuant to Section 7
hereof. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and in such form as issued
pursuant to Section 6, and a separate certificate or certificates will be
issued for shares purchased on exercise of each type of Option.


2.          DEFINITIONS.


             (a)         "Affiliate"
means any
parent corporation or subsidiary corporation, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f) respectively,
of the Code.


             (b)         “Board”
means the Board
of Directors of the Company.


             (c)         “Code”
means the
Internal Revenue Code of 1986, as amended.


             (d)         “Committee” means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.


             (e)         "Company"
means Eligix,
Inc., Delaware corporation.


             (f)         "Consultant" means any person, including an advisor, engaged by
the Company or an Affiliate to render consulting services and who is
compensated for such services, provided that the term "Consultant"
shall not include Directors who are paid only a director's fee by the Company
or who are not compensated by the Company for their services as Directors.


             (g)        "Continuous
Status as an Employee, Director or Consultant" means the employment or relationship as a Director
or Consultant is not interrupted or terminated. The Board, in its sole
discretion, may determine whether Continuous Status as an Employee, Director or
Consultant shall be considered interrupted in the case of: (i) any leave of
absence approved by the Board, including sick leave, military leave, or any
other personal leave; or (ii) transfers between locations of the Company or
between the Company, Affiliates or their successors.


             (h)        "Director"
means a member
of the Board.


             (i)         "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.


             (j)         "Exchange
Act" means the Securities Exchange Act of 1934, as amended.


             (k)        "Fair
Market Value" means, as of any date, the value of the Common
Stock of the Company determined as follows and in a manner consistent with
Section 260.140.50 of Title 10 of the California Code of Regulations:


                                        (1)        If the Common Stock is listed on any established
stock exchange, or traded on the NASDAQ National Market or the Nasdaq Small Cap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in Common Stock) on the day of determination, as reported in the
Wall Street Journal or such other source as the Board deems reliable.


                                        (2)        In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.


             (l)         "Incentive
Stock Option" means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


             (m)       “Listing
Date" means the first date upon which any security of the Company is listed
(or approved for listing) upon notice of issuance on any securities exchange,
or designated (or approved for designation) upon notice of issuance as a
national market security on an interdealer quotation system and, if applicable,
such securities exchange or interdealer quotation  system has been certified in accordance with the provisions of
Section 25100(o) of the California Corporate Securities Law of 1968.


             (n)        “Nonstatutory
Stock Option" means an Option, not intended to qualify as an
Incentive Stock Option.


             (o)         "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


             (p)         "Option" means a stock option granted pursuant to the Plan.


             (q)         "Option
Agreement" means a written agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant. Each Option Agreement
shall be subject to the terms and conditions of the Plan.


             (r)         "Optionee" means a person to whom an Option is granted
pursuant to the Plan.


             (s)         "Plan"
means this
Eligix, Inc. 1997 Equity Incentive Plan.


             (t)         "Stock
Award" means any right granted under the Plan, including any Option, any stock
bonus and any right to purchase restricted stock.


             (u)        "Stock
Award Agreement" means a written agreement between the Company and a
holder of a Stock Award evidencing the terms and conditions of an individual
Stock Award grant. Each Stock Award Agreement shall be subject to the terms and
conditions of the Plan.


3.          ADMINISTRATION.


             (a)         The
Plan shall be administered by the Board unless and until the Board delegates
administration to a Committee, as provided in subsection 3(c).


             (b)         The
Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:


                                        (1)        To
determine from time to time which of the persons eligible under the Plan shall
be granted Stock Awards; when and how each Stock Award shall be granted;
whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock
Option, a stock bonus, a right to purchase restricted stock or a combination of
the foregoing; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive stock pursuant to a Stock Award and the number of shares with respect
to which a Stock Award shall be granted to each such person.


                                        (2)        To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.


                                        (3)        To
amend the Plan or a Stock Award as provided in Section 13.


                                        (4)        Generally,
to exercise such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company which are not in
conflict with the provisions of the Plan.


             (c)         The Board may delegate administration of the Plan to
a committee or committees ("Committee") of one or more members of the
Board.  If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board (and references in
this Plan to the Board shall thereafter be to the Committee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may
be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan.


4.          SHARES
SUBJECT TO THE PLAN.


             (a)         Subject to the provisions of Section 12 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards shall not exceed in the aggregate Five Million (5,000,000) shares
of Common Stock. If any Stock Award shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in full (or
vested in the case of restricted stock), the stock not acquired under such
Stock Award shall revert to and again become available for issuance under the
Plan.


             (b)         The stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.


5.          ELIGIBILITY.


             (a)         Incentive Stock options may be granted only to
Employees.  Stock Awards other than
Incentive Stock Options may be granted only to Employees, Directors or
Consultants.


             (b)         No person shall be eligible for the grant of an
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of
any of its Affiliates unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of such stock at the date
of grant and the Option is not exercisable after the expiration of five (5)
years from the date of grant.


6.          OPTION
PROVISIONS.


             Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:


             (a)         Term.  No Option
shall be exercisable after the expiration of ten (10) years from the date it
was granted.


             (b)         Price.  The
exercise price of each Incentive Stock Option shall be not less than one
hundred percent (100%) of the Fair Market Value of the stock subject to the
Option on the date the Option is granted and the exercise price of each
Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of
the Fair Market Value of the stock subject to the Option on the date the Option
is granted. Notwithstanding the foregoing, an Option may be granted with an
exercise price lower than that set forth in the preceding sentence (if such
Option is granted) pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.


             (c)         Consideration.  The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other Common Stock of the Company,
(B) according to a deferred payment arrangement, except that payment of the
common stock's "par value" (as defined in the Delaware General
Corporation Law) shall not be made by deferred payment, or other arrangement
(which may include, without limiting the generality of the foregoing, the use
of other Common Stock of the Company) with the person to whom the Option is
granted or to whom the Option is transferred pursuant to subsection 6(d), or
(c) in any other form of legal consideration that may be acceptable to the
Board.


             In
the case of any deferred payment arrangement, interest shall be payable at
least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the
Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.


             (d)         Transferability. An Option shall not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person.


             (e)         Vesting. The total number of shares of stock subject to an
Option may, but need not, be allotted in periodic installments (which may, but
need not, be equal). The Option Agreement may provide that from time to time
during each of such installment periods, the Option may become exercisable
("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allotted
to such period and/or any prior period as to which the Option became vested but
was not fully exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board may deem appropriate. The vesting
provisions of individual Options may vary, but in each case to the extent
required by California Code of Regulations section 260.140.41 will provide for
vesting of at least twenty percent (20%) per year of the total number of shares
subject to the Option. The provisions of this subsection 6(e) are subject to
any Option provisions governing the minimum number of shares as to which an
Option may be exercised.


             (f)         Termination of Employment or Relationship
as a Director or Consultant.  In the event
an Optionee’s Continuous Status as an Employee, Director or Consultant
terminates (other than upon the Optionee’s death or disability), the Optionee
may exercise his or her Option (to the extent that the Optionee was entitled to
exercise it at the date of termination) but only within such period of time
ending on the earlier of (i) the date three (3) months after the
termination of the Optionee’s Continuous Status as an Employee, Director or
Consultant (or such longer or shorter period, which shall not be less than
thirty (30) days if such termination is not for cause, as specified in the
Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified in the Option Agreement,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.


             An
Optionee's Option Agreement may also provide that if the exercise of the Option
following the termination of the Optionee's Continuous Status as an Employee,
Director or Consultant (other than upon the Optionee's death or disability)
would be prohibited at any time solely because the issuance of shares would
violate the registration requirements under the Act, then the Option shall
terminate on the earlier of (i) the expiration of the term of the Option set
forth in the first paragraph of this subsection 6(f), or (ii) the expiration of
a period of three (3) months after the termination of the Optionee's Continuous
Status as an Employee, Director or Consultant during which the exercise of the
Option would not be in violation of such registration requirements.


             (g)        Disability of Optionee. In the event an Optionee's Continuous Status as an
Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period, which in
no event shall be less than six (6) months, specified in the Option Agreement),
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to and again become available
for issuance under the Plan.


             (h)        Death of Optionee. In the event of the death of an Optionee during, or
within a period specified in the Option Agreement after the termination of, the
Optionee's Continuous Status as an Employee, Director or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the
Option at the date of death) by the Optionee's estate by a person who acquired
the right to exercise the Option by bequest or inheritance or by a person
designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date eighteen (18) months following the date of death (or such longer or
shorter period, which in no event shall be less than six (6) months specified
in the Option Agreement), or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionee was
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance, under the Plan. If, after death, the Option is not exercised
within the time specified herein, the Option shall terminate, and the shares
covered by such Option shall revert to and again become available for issuance
under the Plan.


             (i)         Early Exercise. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or Consultant
to exercise the Option as to any part or all of the shares subject to the
Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to
any other restriction the Board determines to be appropriate as specified in
The Option Agreement and in a manner consistent with Section 260.140.41 of the
California Code of Regulations.





7.          TERMS OF
STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.


             Each
stock bonus or restricted stock purchase agreement shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall
deem appropriate. The terms and conditions of stock bonus or restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate agreements need not be identical, but each stock bonus or
restricted stock purchase agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions as appropriate:


             (a)         Purchase Price. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board or Committee shall
determine and designate in such Stock Price Agreement, but in no event shall
the purchase price be less than eighty-five percent (85%) of the stock's Fair
Market Value on the date such award is made. Notwithstanding the foregoing, the
Board or the Committee may determine that eligible participants in the Plan may
be awarded stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company for its benefit.


             (b)         Transferability. No rights under a stock bonus or restricted stock
purchase agreement shall be transferable except by will or the laws of descent
and distribution and shall be exercisable during the lifetime of the person to
whom the Stock Award is granted only by such person.


             (c)         Consideration. The purchase price of stock acquired pursuant to a
stock purchase agreement shall be paid either: (i) in cash at the time of
purchase; (ii) at the discretion of the Board or the Committee, according to a
deferred payment or other arrangement with the person to whom the stock is
sold, except that payment of the common stock's "par value" (as
defined in the Delaware General Corporation Law) shall not be made by deferred
payment; or (iii) in any other form of legal consideration that may be
acceptable to the Board or, the Committee in its discretion. Notwithstanding
the foregoing, The Board or the Committee to which administration of the Plan
has been delegated may award stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit.


             (d)         Vesting.  Shares of stock sold or awarded under the Plan may, but need not, be
subject to a repurchase option in favor of the Company in accordance with a
vesting schedule to be determined by the Board or the Committee. To the extent
required by California Code of Regulations section 260.140.41, the Stock Award
Agreement shall provide (i) that the right to repurchase at the original
purchase price shall lapse at a minimum rate of twenty percent (20%) per year
over five (5) years from the date the Stock Award was granted, and (ii) such
right shall be exercisable only (A) within the ninety (90) day period following
the termination of employment or the relationship as a Director or Consultant,
or (B) such longer period as may be agreed to by the Company and the holder of
the Stock Award (for example, for purposes of satisfying the requirements of
Section 1202(c)(3) of the Code (regarding "qualified small business
stock")), and (iii) such right shall be exercisable only for cash or
cancellation of purchase money indebtedness for the shares.


             (e)         Termination of Continuous Status as an
Employee, Director or Consultant. In the event a Participant's Continuous Status as an
Employee, Director or Consultant terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of stock held by that person which
have not vested as of the date of termination under the terms of the stock
bonus or restricted stock purchase agreement between the Company and such
person.


8.          CANCELLATION
AND RE-GRANT OF OPTIONS.


             The
Board or the Committee shall have the authority to effect, at any time and from
time to time, (i) the repricing of any outstanding Options under the Plan
and/or (ii) with the consent of any adversely affected holders of Options, the
cancellation of any outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of stock, but having an exercise price per share
not less than eighty-five percent (85%) of the Fair Market Value for a
Nonstatutory Stock Option, one hundred percent (100%) of the Fair Market Value
for an Incentive Stock Option or, in the case of an Incentive Stock Option held
by a 10% stockholder (as described in subsection 5(b)), not less than one
hundred ten percent (110%) of the Fair Market Value per share of stock on the
new grant date.  Notwithstanding the
foregoing, the Board or the Committee may grant an Option with an exercise
price lower than that set forth above if such Option is granted as part of a
transaction to which section 424(a) of the Code applies.


9.          COVENANTS OF
THE COMPANY.


             (a)         During the terms of the Stock Awards, the Company
shall keep available at all times the number of shares of stock required to
satisfy such Stock Awards.


             (b)         The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares under Stock Awards;
provided, however, that this undertaking shall not require the Company to
register under the Securities Act of 1933, as amended (the "Securities
Act") either the Plan, any Stock Award or any stock issued or issuable
pursuant to any such Stock Award. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Stock Awards unless and
until such authority is obtained.


10.        USE OF
PROCEEDS FROM STOCK.


             Proceeds
from the sale of stock pursuant to Stock Awards shall constitute general funds
of the Company.





11.        MISCELLANEOUS.


             (a)         Subject to any applicable provisions of the
California Corporate Securities Law of 1968, as amended, and related
regulations relied upon as a condition of issuing securities pursuant to the
Plan, the Board shall have the power to accelerate the time at which a Stock
Award may first be exercised or the time during which a Stock Award or any part
thereof will vest pursuant to subsection 6(e) or 7(d), notwithstanding the
provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.


             (b)         Neither an Employee, Director nor a Consultant nor
any person to whom a Stock Award is transferred in accordance with the Plan
shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares subject to such Stock Award unless and until such
person has satisfied all requirements for exercise of the Stock Award pursuant
to its terms.


             (c)         Throughout the term of any Stock Award, to the
extent required by California law, the Company shall deliver to the holder of
such Stock Award, not later than one hundred twenty (120) days after the close
of each of the Company's fiscal years during the term of such Stock Award, a
balance sheet and an income statement. This subsection shall not apply (i)
after the Listing Date, or (ii) when issuance is limited to key employees whose
duties in connection with the Company assure them access to equivalent
information.


             (d)         Nothing in the Plan or any instrument executed or
Stock Award granted pursuant thereto shall confer upon any Employee, Consultant
or other holder of Stock Awards any right to continue in the employ of the
Company or any Affiliate or to continue serving as a Consultant and Director,
or shall affect the right of the Company or any Affiliate to terminate the
employment of any Employee with or without notice and with or without cause, or
the right to terminate the relationship of any Consultant pursuant to the terms
of such Consultant's agreement with the Company or Affiliate or service as a
Director pursuant to the Company's Bylaws.


             (e)         To the extent that the aggregate Fair Market Value
(determined at the time of grant) of stock with respect to which Incentive
Stock Options are exercisable by any Optionee during any calendar year under
all plans of the Company and its affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.


             (f)         The Company may require any person to whom a Stock
Award is granted, or any person to whom a Stock Award is transferred in
accordance with the Plan, as a condition of exercising or acquiring stock under
any Stock Award, (1) to give written assurances satisfactory to the Company as
to such person's knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters,
and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account
and not with any present intention of selling or otherwise distributing the
stock. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered
under a then currently effective registration statement under the Securities
Act, or as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances
under the then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting
the transfer of the stock.


             (g)        To the extent provided by the terms of a Stock Award
Agreement, the person to whom a Stock Award is granted may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of stock under a Stock Award by any of the following means or by a
combination of such means: (1) tendering a cash payment; (2) authorizing the
Company to withhold shares from the shares of the Common Stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Stock Award; or (3) delivering to the Company owned and unencumbered
shares of the Common Stock of the Company.


12.        ADJUSTMENTS
UPON CHANGES IN STOCK.


             (a)         If any change is made in the stock subject to the
Plan, or subject to any Stock Award, without the receipt of consideration by
the Company (through merger, consolidation, reorganization recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidation of dividend, combination of shares, exchange of shares,
change in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a), and the outstanding Stock Awards will be appropriately
adjusted in the class(es) and number of shares and price per share of stock
subject to such outstanding Stock Awards. Such adjustments shall be made by the
Board or the Committee, the determination of which shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a "transaction not involving the receipt of
consideration by the Company.")


             (b)         In the event of: (1) a dissolution, liquidation or
sale of substantially all of the assets of the Company; (2) a merger or
consolidation in which the Company is not the surviving corporation; or (3) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then to the extent permitted by applicable law:
(i) any surviving corporation or a parent of such surviving corporation shall
assume any Stock Awards outstanding under the Plan or shall substitute similar
Stock Awards for those outstanding under the Plan, or (ii) such Stock Awards
shall continue in full force and effect. 
In the event any surviving corporation or its parent refuses to assume
or continue such Stock Awards, or to substitute similar Stock Awards for those
outstanding under the Plan, then, with respect to Stock Awards held by persons
then performing services as Employees, Directors or Consultants, the time
during which such Stock Awards may be exercised shall be accelerated, the
vesting of such Stock Awards shall be accelerated if so determined by the Board
and the Stock Awards terminated if not exercised prior to such event.





13.        AMENDMENT OF
THE PLAN AND STOCK AWARDS.


             (a)         The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 12 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary for the Plan to satisfy the requirements of Section 422 of the
Code, applicable Securities laws or an Nasdaq or securities exchange listing
requirements.


             (b)         The Board may in its sole discretion submit any
other amendment to the Plan for stockholder approval.


             (c)         It is expressly contemplated that the Board may
amend the Plan in any respect the Board deems necessary or advisable to provide
eligible employees, Directors or Consultants with the maximum benefits provided
or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options and/or to bring the
Plan and/or Incentive Stock Options granted under it into compliance therewith.


             (d)         Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the person to whom the Stock Award
was granted and (ii) such person consents in writing.


14.        TERMINATION
OR SUSPENSION OF THE PLAN.


             (a)         The Board may suspend or terminate the Plan at any
time.  Unless sooner terminated, the
Plan shall terminate ten (10) years from the date the Plan is adopted by the
Board or approved by the stockholders of the Company, whichever is earlier. No
Stock Awards may be granted under the Plan while the Plan is suspended or after
it is terminated.


             (b)         Rights and obligations under any Stock Award granted
while the Plan is in effect shall not be impaired by suspension or termination
of the Plan, except with the consent of the person to whom the Stock Award was
granted.


15.        EFFECTIVE
DATE OF PLAN.


             The
Plan shall become effective on the date adopted by the Board, but no Stock
Awards granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, which approval shall be
within twelve (12) months before or after the date the Plan is adopted by the
Board.










NOTICE
OF EXERCISE


	Eligix,
  Inc.	 
	200
  Boston Ave, Suite 2600	 
	Medford,
  MA 02155	Date
  of Exercise:



Ladies and Gentlemen:


             This
constitutes notice under my stock option that I elect to purchase the number of
shares for the price set forth below. 


	Type
  of option (check one):	 	Incentive   o	 	Nonstatutory   o
	 	 	 	 	 
	Stock
  option dated:	 	 	 	 
	 	 	

	 	 
	Number
  of shares as to which option is 
  exercised:	 	 	 	 
	 	 	

	 	 
	 	 	 	 	 
	Certificates
  to be  issued in name of:	 	 	 	 
	 	 	

	 	 
	 	 	 	 	 
	Total
  exercise price:	 	$	 	 
	 	 	

	 	 
	 	 	 	 	 
	Cash
  payment delivered herewith:	 	

  $	 	 
	 	 	

	 	 




             By this exercise, I agree (i) to provide such additional
documents as you may require pursuant to the terms of the Eligix, Inc. 1997
Stock Option Plan, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the date
of any disposition of any shares of Common Stock issued upon exercise of this
option that occurs within two (2) years after the date of grant of this option
or within one (1) year after such shares of Common Stock are issued upon exercise
of this option.


             I
hereby make the following certifications and representations with respect to
the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon
exercise of the option as set forth above:


             I
acknowledge that the Shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), and are deemed to constitute
"restricted securities" under Rule 701 and may be securities owned by
an "affiliate" under Rule 144 promulgated under the Act. I warrant
and represent to the Company that I have no present intention of distributing
or selling said Shares, except as permitted under the Act and any applicable
state securities laws.


             I
further acknowledge that I will not be able to resell the Shares for at least
ninety (90) days after the stock of the Company becomes publicly traded (i.e.,
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply
to affiliates of the Company under Rule 144.


             I
further acknowledge that all certificates representing any of the Shares
subject to the provisions of the Option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting
restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or
applicable securities laws.


             I
further agree that, if required by the Company (or a representative of the
underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, I will not sell or
otherwise transfer or dispose of any shares of Common Stock or other Securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date of the registration statement of the Company filed
under the Act (the "Effective Date") as may be requested by the
Company or the representative of the underwriters. I further agree that the
Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.


	 	Very
  truly yours,