Prepared by MERRILL CORPORATION





Exhibit
10.6


ASSUMED ELIGIX, INC

AMENDED AND RESTATED

MANAGEMENT EQUITY INCENTIVE PLAN


             Reference is hereby made to that
certain Management Equity Incentive Plan of Eligix, Inc. (the “Company”)
approved by the Board of Directors of the Company on May 25, 2000 (the
“Management Incentive Plan”).  The
purpose of the Management Incentive Plan is to provide the individuals listed
on Schedule A hereto (the “Participants,” and each, a “Participant”)
with an aggregate of 15% of the gross consideration received by the Company in
the event of a merger, reorganization, consolidation or similar business
transaction (a “Merger”) involving the Company and another entity, including
for this purpose BioTransplant Incorporated, a Delaware corporation (the
“Successor Company”).


             The Management Incentive Plan is
hereby amended and restated in its entirety as follows:


             The Participants shall be entitled
to an aggregate of 15% of the consideration received by the Company in a Merger
involving the Company and a Successor Company.  In the event that any portion of the consideration consists of
stock of the Successor Company (“Stock Consideration”), each such Participant’s
portion of the Stock Consideration shall be subject to the following vesting
schedule:


             a.          33
1/3% shall vest 90 days subsequent to the closing of the Merger;

             b.          another 33 1/3% shall vest 180 days subsequent to the
closing of the Merger;

             c.          another 23 1/3% shall vest 270 days subsequent to the
closing of the Merger; and

             d.          the final 10% shall vest 365 days subsequent to the closing
of the Merger;


provided,
however, that if such Participant is not offered employment with the Successor
Company or its affiliates other than the joint venture with Novartis, such
Participant’s portion of the Stock Consideration will vest upon closing of the
Merger; and further provided that if such Participant’s employment is
terminated by the Successor Company without “Cause” or by the Participant for
“good reason,” such Participant’s portion of the Stock Consideration will vest
upon such termination.  If any
Participant’s employment is terminated by the Successor Company for cause, or
by the Participant without good reason, the Successor Company may, but is not
required to, purchase any and all shares of such Participant’s portion of the
Stock Consideration that has not yet vested at a price of $.01 per share.  Such Participant’s portion of the Stock
Consideration will also be subject to any escrow arrangements applicable to the
holders of the Company’s capital stock in connection with the Merger.


             The Stock Consideration will become
immediately vested in the event of (i) any consolidation or merger of the
Successor Company with or into any other corporation, or any other corporate
reorganization, in which the stockholders of the Successor Company immediately
prior to such consolidation, merger or reorganization own less than 50% of the
voting power of the company succeeding the Successor Company immediately after
such consolidation, merger or reorganization; (ii) any transaction or series of
related transactions in which in excess of fifty percent (50%) of the Successor
Company’s voting power is transferred; (iii) a sale, lease or other disposition
of all or substantially all of the assets of the Successor Company; or (iv) any
sale or transfer of all or substantially all of those assets held by the
Company prior to the Merger.


             For purposes of this Management
Incentive Plan, “cause” shall mean (i) the willful (or grossly negligent) and
repeated neglect by the Participant of his or her reasonably assigned duties
with the Successor Company; provided such neglect remains uncured for a period
of thirty (30) days after written notice describing the same is given to the
Participant; and further provided, that the Participant is afforded an opportunity
to be heard on the matter by the Chief Executive Officer or the Board of
Directors of the Successor Company; (ii) the Participant’s conviction of any
felony or any other crime involving Successor Company funds, Successor Company
intellectual property or the theft of Successor Company funds, Successor
Company intellectual property or the theft of Successor Company property; (iii)
the breach by the Participant of any non-competition, non-solicitation,
confidentiality or comparable agreement with the Successor Company as
determined by a court of competent jurisdiction; or (iv) the Participant’s
habitual drunkenness, use of illegal substances or drugs or the habitual use,
possession, distribution or being under the influence of alcohol or illegal
substances or drugs in the workplace (the only exception is that the
Participant may consume alcohol reasonably and responsibly, if he or she so
chooses, at legitimate business events and functions where alcohol is legally
available).


             For purposes of this Management
Incentive Plan, “good reason” shall mean (i) any significant diminution,
without the Participant’s prior written consent, in the Participant’s duties,
responsibilities, power, title, or office; (ii) any material reduction in the
Participant’s compensation (including without limitation, salary, bonuses,
options and benefits) or material change in the manner of the Participant’s
compensation (including without limitation, the timing of any salary or bonus
payments) in effect on the date hereof or as the same may be increased during
the Participant’s employment; (iii) any requirement by the Successor Company or
any successor that the location at which the Participant is to perform the
Participant’s principal duties for the Successor Company or any successor be
outside a radius of fifty (50) miles from the location at which the Participant
had previously performed such duties immediately prior to the change of
location; or (iv) any breach by the Successor Company of any material provision
of this Management Incentive Plan or any other agreement between the Successor
Company and the Participant.


             It is hereby acknowledged and
agreed that all of the Participants are at-will employees, that nothing stated
in this Management Incentive Plan alters such status.  Accordingly, each such Participant’s employment may be terminated
by the Company, the Successor Company or the Participant at any time for any
reason and no such Participant is guaranteed employment for any specific period
of time.


             This Management Incentive Plan
shall be assumed by the Successor Company in any Merger.


             This Amendment and Restatement of
the Management Equity Incentive Plan shall become effective upon the Closing of
the Merger.


	 	Adopted by the

  Board of Directors

  on December 8, 2000











BioTransplant
Incorporated

Building 75, 3rd Avenue

Charlestown Navy Yard

Charlestown, MA  02129

Attn:    Elliot
Lebowitz

             Chief Executive Officer


Ladies
and Gentlemen:


             In connection with the closing of
the merger contemplated by the Agreement and Plan of Merger (the “Merger
Agreement”) dated as of December 8, 2000 among BioTransplant Incorporated
(“BTI”), Eligix, Inc. (“Eligix”) and the other parties thereto, certain members
of management of Eligix are to receive 990,000 shares of BTI Common Stock
pursuant to the Eligix Management Equity Incentive Plan (the “Plan”), as
previously adopted by Eligix on December 8, 2000.  In order to resolve any ambiguities in the operation of the Plan
resulting from (a) the resignation from Eligix of Cynthia Letizia and (b) David
Cook’s decision to join BTI as an employee for only a limited period of time
following the closing of the merger, each of which event has occurred following
the date of the Merger Agreement, we have agreed that the Plan shall be
implemented in accordance with the provisions of the Plan, the Merger Agreement
and the Escrow Agreement (as defined in the Merger Agreement), subject to the
following modifications:


             1.          The
percentage of shares initially allocated to Cynthia Letizia shall be
re-allocated among the remaining 11 initial Plan participants (the “Initial
Participants”) including, for this purpose, David Cook, on a weighted average
basis in accordance with the initial percentage interests of the Initial
Participants.


             2.          The
shares representing David Cook’s percentage participation in the Plan after
giving effect to the modifications set forth in paragraph 1 (102,414 shares,
hereinafter the “Cook Shares”) shall be treated as follows:


                           (a)         first, David Cook’s percentage interest
in the Plan shall be reduced to 34,135 shares in accordance with his offer
letter with BTI (the “Offer Letter Shares”); and


                           (b)        second, the remaining Cook Shares (less
the Offer Letter Shares) shall be distributed among the Initial Participants
(excluding, for this purpose, David Cook) on a weighted average basis in
accordance with the percentage interests of the Initial  Participants after giving effect to the
modifications in paragraph 1(as re-calculated, on a weighted average basis, to
exclude David Cook), and among certain other employees of Eligix who shall
become employees of BTI, in accordance with the Proceed Sharing Matrix attached
hereto (the “New Participants”).


             Giving effect to the foregoing
modifications, the allocation of percentages and shares for each of the Initial
Participants (including, for this purpose, David Cook) is as set forth on the
Proceed Sharing Matrix attached hereto.





             We have also agreed that
each of the New Participants, as a condition to his or her receipt of benefits
under the Plan in accordance with the terms of this letter, shall execute and
deliver to BTI, within ten (10) business days following the date hereof, a
counterpart signature page to the Escrow Agreement.


             Eligix represents and warrants to
BTI that Cynthia Letizia is not a Plan participant or eligible to receive any
equity under the Plan.  Eligix further
agrees that BTI may seek indemnification for any Damages (as defined in the
Merger Agreement) for breach of this representation in accordance with the indemnification
provisions of Article IV of the Merger Agreement and the provisions of the
Escrow Agreement.


             If you are in agreement with the
foregoing, please confirm this agreement by signing this document in the space
indicated below.


	 	 	Very truly yours,
	 	 	 
	 	 	/s/ Walter C. Ogier
	 	 	


	 	 	Walter C. Ogier
	 	 	Chief Executive
  Officer
	 	 	Eligix, Inc.
	 	 	 
	 	 	 
	Agreed and Accepted:	 	 
	 	 	 
	BioTransplant
  Incorporated	 	 
	 	 	 
	/s/
  Elliot Lebowitz	 	 
	

	 	 
	Elliot Lebowitz, Ph.D.	 	 
	Chief Executive
  Officer