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                                                                    EXHIBIT 10.2

                            IVIVI TECHNOLOGIES, INC.
                   2004 AMENDED AND RESTATED STOCK OPTION PLAN

              (As Amended and Restated Effective February 10, 2005)

                                   ARTICLE I

                                    THE PLAN

         1.1 TITLE. This plan is entitled the "Ivivi Technologies, Inc. Stock
Option Plan" (the "Plan").

         1.2 PURPOSE. The purpose of the Plan is to enhance the long-term
stockholder value of Ivivi Technologies, Inc., a New Jersey corporation (the
"Company") by offering opportunities to directors, officers, employees and
eligible consultants of the Company and any Related Company, as defined below,
to acquire and maintain stock ownership in the Company in order to give these
persons the opportunity to participate in the Company's growth and success, and
to encourage them to remain in the service of the Company or a Related Company.

                                   ARTICLE II

                                   DEFINITIONS

         The following terms will have the following meanings in the Plan:

         "Board" means the Board of Directors of the Company.

         "Cause," unless otherwise defined in the instrument evidencing the
award or in an employment or services agreement between the Company or a Related
Company and a Participant, means a material breach of the employment or services
agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Common Stock" means the common stock, no par value, of the Company.

         "Consultant Participant" means a Participant who is defined as a
Consultant Participant in Article 5.

         "Corporate Transaction," unless otherwise defined in the instrument
evidencing the Option or in a written employment or services agreement between
the Company or a Related Company and a Participant, means consummation of
either:

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                  (a) a merger or consolidation of the Company with or into any
         other corporation, entity or person; or

                  (b) a sale, lease, exchange or other transfer in one
         transaction or a series of related transactions of all or substantially
         all the Company's outstanding securities or all or substantially all
         the Company's assets.

         Notwithstanding the foregoing, a Corporate Transaction shall not
include a Related Party Transaction.

         "Disability," unless otherwise defined by the Plan Administrator, means
a mental or physical impairment of the Participant that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Participant to be unable, in the opinion of
the Company, to perform his or her duties for the Company or a Related Company
and to be engaged in any substantial gainful activity.

         "Employment Termination Date" means, with respect to a Participant, the
first day upon which the Participant no longer has an employment or service
relationship with the Company or any Related Company.

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

         "Fair Market Value" means the per share value of the Common Stock
determined as follows: (a) if the Common Stock is listed on an established stock
exchange or exchanges or the NASDAQ National Market, the closing price per share
on the last trading day immediately preceding such date on the principal
exchange on which it is traded or as reported by NASDAQ; (b) if the Common Stock
is not then listed on an exchange or the NASDAQ National Market, but is quoted
on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the
National Quotation Bureau pink sheets, the average of the closing bid and asked
prices per share for the Common Stock as quoted by NASDAQ or the National
Quotation Bureau, as the case may be, on the last trading day immediately
preceding such date; or (c) if there is no such reported market for the Common
Stock for the date in question, then an amount determined in good faith by the
Plan Administrator.

         "Grant Date" means the date on which the Plan Administrator completes
the corporate action relating to the grant of an Option or such later date
specified by the Plan Administrator, and on which all conditions precedent to
the grant have been satisfied, provided that conditions to the exercisability or
vesting of Options shall not defer the Grant Date.

         "Incentive Stock Option" means an Option granted with the intention, as
reflected in the instrument evidencing the Option, that it qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

         "IPO Effective Date" means the date on which the Securities and
Exchange Commission declares effective a registration statement that describes
the initial public offering of the Common Stock. No assurances are given that
the Company will ever seek to effect or consummate an initial public offering.

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         "Non-qualified Stock Option" means an Option other than an Incentive
Stock Option.

         "Option" means the right to purchase Common Stock granted under Article
7.

         "Option Expiration Date" has the meaning set forth in Article 7.6.

         "Option Term" has the meaning set forth in Article 7.3.

         "Outside Director" means a member of the Board who is not an employee
of the Company or a Related Company.

         "Participant" means the person to whom an Option is granted and who
meets the eligibility requirements imposed by Article 5, including Consultant
Participants, as defined in Article 5.

         "Plan Administrator" has the meaning set forth in Article 3.1.

         "Related Company" means any entity that, directly or indirectly, is in
control of or is controlled by the Company.

         "Related Party Transaction" means (a) a merger or consolidation of the
Company in which the holders of shares of Common Stock immediately prior to the
merger hold at least a majority of the shares of Common Stock in the Successor
Corporation immediately after the merger; (b) a sale, lease, exchange or other
transaction in one transaction or a series of related transactions of all or
substantially all the Company's assets to a wholly-owned subsidiary corporation;
(c) a mere reincorporation of the Company; or (d) a transaction undertaken for
the sole purpose of creating a holding company that will be owned in
substantially the same proportion by the persons who held the Company's
securities immediately before such transaction.

         "Retirement," unless otherwise defined by the Plan Administrator from
time to time for purposes of the Plan, means retirement on or after the
individual's normal retirement date under the Company's 401(k) plan or other
similar successor plan applicable to salaried employees.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Successor Corporation" has the meaning set forth in Article 12.3.1.

         "Vesting Commencement Date" means the Grant Date or such other date
selected by the Plan Administrator as the date from which the Option begins to
vest for purposes of Article 7.4.

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                                  ARTICLE III

                                 ADMINISTRATION

         3.1 PLAN ADMINISTRATOR. The Plan shall be administered by the Board or
a committee appointed by, and consisting of two or more members of, the Board
(the "Plan Administrator"). If and so long as the Common Stock is registered
under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the members of any committee acting as Plan Administrator, with
respect to any persons subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding (a) "outside directors" as contemplated
by Section 162(m) of the Code and (b) "non-employee directors" as contemplated
by Rule 16b-3 under the Exchange Act. Committee members shall serve for such
term as the Board may determine, subject to removal by the Board at any time. At
any time when no committee has been appointed to administer the Plan, then the
Board will be the Plan Administrator.

         3.2 ADMINISTRATION AND INTERPRETATION BY PLAN ADMINISTRATOR. Except for
the terms and conditions explicitly set forth in the Plan, the Plan
Administrator shall have exclusive authority, in its discretion, to determine
all matters relating to Options under the Plan, including the selection of
individuals to be granted Options, the type of Options, the number of shares of
Common Stock subject to an Option, all terms, conditions, restrictions and
limitations, if any, of an Option and the terms of any instrument that evidences
the Option. The Plan Administrator shall also have exclusive authority to
interpret the Plan and the terms of any instrument evidencing the Option and may
from time to time adopt and change rules and regulations of general application
for the Plan's administration. The Plan Administrator's interpretation of the
Plan and its rules and regulations, and all actions taken and determinations
made by the Plan Administrator pursuant to the Plan, shall be conclusive and
binding on all parties involved or affected. The Plan Administrator may delegate
administrative duties to such of the Company's officers as it so determines.

                                   ARTICLE IV

                            STOCK SUBJECT TO THE PLAN

         4.1 AUTHORIZED NUMBER OF SHARES. Subject to adjustment from time to
time as provided in Article 11.1, the number of shares of Common Stock available
for issuance under the Plan shall be 1,500,000 shares.

         4.2 REUSE OF SHARES. Any shares of Common Stock that have been made
subject to an Option that cease to be subject to the Option (other than by
reason of exercise or settlement of the Option to the extent it is exercised for
or settled in shares) shall again be available for issuance in connection with
future grants of Options under the Plan. In the event shares issued under the
Plan are reacquired by the Company pursuant to any forfeiture provision or right
of repurchase, such shares shall again be available for the purposes of the
Plan; provided, however, that the maximum number of shares that may be issued
upon the exercise of Incentive Stock Options shall equal the share number stated
in Article 4.1, subject to adjustment from time to time as provided in Article
12.1; and provided, further, that for purposes of Article 4.3, any such shares
shall be counted in accordance with the requirements of Section 162(m) of the
Code.

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         4.3 LIMITATIONS. Subject to adjustment from time to time as provided in
Article 12.1, not more than an aggregate of 1,500,000 shares of Common Stock
shall be available for issuance pursuant to grants of Options under the Plan. No
participant shall be granted, in any fiscal year of the Company, Options to
purchase more than the number of shares of Common Stock authorized for issuance
under the Plan.

                                   ARTICLE V

                                   ELIGIBILITY

         An Option may be granted to any officer, director or employee of the
Company or a Related Company that the Plan Administrator from time to time
selects. An Option may also be granted to any consultant, agent, advisor or
independent contractor who provides services to the Company or any Related
Company (a "Consultant Participant"), so long as such Consultant Participant (a)
is a natural person or an alter ego entity of the natural person providing the
services; (b) renders bona fide services that are not in connection with the
offer and sale of the Company's securities in a capital-raising transaction; and
(c) does not directly or indirectly promote or maintain a market for the
Company's securities.

                                   ARTICLE VI

                                     OPTIONS

         6.1 FORM AND GRANT OF OPTIONS. The Plan Administrator shall have the
authority, in its sole discretion, to determine the type or types of Options to
be granted under the Plan.

         6.2 SETTLEMENT OF OPTIONS. The Company may settle Options through the
delivery of shares of Common Stock, the granting of replacement Options or any
combination thereof as the Plan Administrator shall determine. Any Option
settlement, including payment deferrals, may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall determine.

                                  ARTICLE VII

                                GRANTS OF OPTIONS

         7.1 GRANT OF OPTIONS. The Plan Administrator shall have the authority,
in its sole discretion, to grant Options as Incentive Stock Options or as
Non-qualified Stock Options, which shall be appropriately designated.

         7.2 OPTION EXERCISE PRICE. The exercise price for shares purchased
under an Option shall be as determined by the Plan Administrator, provided that:

                  (a) the exercise price for Options granted to Participants
         other than Consultant Participants shall not be less than the minimum
         exercise price required by Article 8.3 with respect to Incentive Stock
         Options and shall not be less than 85% of Fair Market Value of the
         Common Stock on the Grant Date with respect to Non-qualified Stock
         Options;

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                  (b) the exercise price for Options granted to Consultant
         Participants shall not be less than the lesser of 85% of Fair Market
         Value of the Common Stock on the Grant Date.

         7.3 TERM OF OPTIONS. Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term
of an Option (the "Option Term") shall be as established for that Option by the
Plan Administrator or, if not so established, shall be ten years from the Grant
Date.

         7.4 EXERCISE OF OPTIONS. The Plan Administrator shall establish and set
forth in each instrument that evidences an Option the time at which, or the
installments in which, the Option shall vest and become exercisable, any of
which provisions may be waived or modified by the Plan Administrator at any
time. The Plan Administrator, in its sole discretion, may adjust the vesting
schedule of an Option held by a Participant who works less than "full-time" as
that term is defined by the Plan Administrator or who takes a Company-approved
leave of absence. To the extent an Option has vested and become exercisable, the
Option may be exercised in whole or from time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Article 7.5. An
Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Plan
Administrator.

         7.5 PAYMENT OF EXERCISE PRICE. The exercise price for shares purchased
under an Option shall be paid in full to the Company by delivery of
consideration equal to the product of the Option exercise price and the number
of shares purchased. Such consideration must be paid before the Company will
issue the shares being purchased and must be in a form or a combination of forms
acceptable to the Plan Administrator for that purchase, which forms may include:

                  (a) cash;

                  (b) check;

                  (c) tendering (either actually or, if the Common Stock is
         registered under Section 12(b) or 12(g) of the Exchange Act, by
         attestation) shares of Common Stock already owned by the Participant
         for at least six months (or any shorter period necessary to avoid a
         charge to the Company's earnings for financial reporting purposes) that
         on the day prior to the exercise date have a Fair Market Value equal to
         the aggregate exercise price of the shares being purchased under the
         Option;

                  (d) if the Common Stock is registered under Section 12(b) or
         12(g) of the Exchange Act, delivery of a properly executed exercise
         notice, together with irrevocable instructions to a brokerage firm
         designated by the Company to deliver promptly to the Company the
         aggregate amount of sale or loan proceeds to pay the Option exercise
         price and any withholding tax obligations that may arise in connection
         with the exercise, all in accordance with the regulations of the
         Federal Reserve Board; or

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                  (e) surrendering unexercised options with an intrinsic value
         (Market Value on date of exercise of underlying shares minus exercise
         price of options surrendered) equal to the exercise price of the
         options being exercised.

         7.6 POST-TERMINATION EXERCISES. The Plan Administrator shall establish
and set forth in each instrument that evidences an Option whether the Option
shall continue to be exercisable, and the terms and conditions of such exercise,
if the Participant ceases to be employed by, or to provide services to, the
Company or a Related Company, which provisions may be waived or modified by the
Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option shall be exercisable according to the
following terms and conditions, which may be waived or modified by the Plan
Administrator at any time:

                  (a) Except as otherwise set forth in this Article 7.6, any
         portion of an Option that is not vested and exercisable on the
         Employment Termination Date shall expire on such date.

                  (b) Any portion of an Option that is vested and exercisable on
         the Employment Termination Date shall expire on the earliest to occur
         of:

                           (i) if the Participant's Employment Termination Date
                  occurs for reasons other than Cause, Retirement, Disability or
                  death, the day which is three months after such Employment
                  Termination Date;

                           (ii) if the Participant's Employment Termination Date
                  occurs by reason of Retirement, Disability or death, the
                  one-year anniversary of such Employment Termination Date; and

                           (iii) the last day of the Option Term (the "Option
                  Expiration Date").

         Notwithstanding the foregoing, if the Participant dies after his or her
Employment Termination Date but while an Option is otherwise exercisable, the
portion of the Option that is vested and exercisable on such Employment
Termination Date shall expire upon the earlier to occur of (y) the Option
Expiration Date and (z) the one-year anniversary of the date of death, unless
the Plan Administrator determines otherwise.

         Also notwithstanding the foregoing, in case of termination of the
Participant's employment or service relationship for Cause, all Options granted
to that Participant shall automatically expire upon first notification to the
Participant of such termination, unless the Plan Administrator determines
otherwise. If a Participant's employment or service relationship with the
Company is suspended pending an investigation of whether the Participant shall
be terminated for Cause, all the Participant's rights under any Option shall
likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after the Participant's
relationship with the Company or a Related Company has ended, any Option then
held by the Participant may be immediately terminated by the Plan Administrator,
in its sole discretion.

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                  (c) A Participant's transfer of employment or service
         relationship between or among the Company and any Related Company, or a
         change in status from an employee to a consultant, agent, advisor or
         independent contractor or a change in status from a consultant, agent,
         advisor or independent contractor to an employee, shall not be
         considered a termination of employment or service relationship for
         purposes of this Article 7. Unless the Plan Administrator determines
         otherwise, a termination of employment or service relationship shall be
         deemed to occur if a Participant's employment or service relationship
         is with an entity that has ceased to be a Related Company.

                  (d) The effect of a Company-approved leave of absence on the
         application of this Article 7 shall be determined by the Plan
         Administrator, in its sole discretion.

                  (e) If a Participant's employment or service relationship with
         the Company or a Related Company terminates by reason of Disability or
         death, the Option shall become fully vested and exercisable for all the
         shares subject to the Option. Such Option shall remain exercisable for
         the time period set forth in this Article 7.6.

                                  ARTICLE VIII

                       INCENTIVE STOCK OPTION LIMITATIONS

         Notwithstanding any other provisions of the Plan, and to the extent
required by Section 422 of the Code, Incentive Stock Options shall be subject to
the following additional terms and conditions:

         8.1 DOLLAR LIMITATION. To the extent the aggregate Fair Market Value
(determined as of the Grant Date) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time during any calendar
year (under the Plan and all other stock option plans of the Company) exceeds
$100,000, such portion in excess of $100,000 shall be treated as a Non-qualified
Stock Option. In the event the Participant holds two or more such Options that
become exercisable for the first time in the same calendar year, such limitation
shall be applied on the basis of the order in which such Options are granted.

         8.2 ELIGIBLE EMPLOYEES. Individuals who are not employees of the
Company or one of its parent corporations
or subsidiary corporations may not be granted Incentive Stock Options.

         8.3 EXERCISE PRICE. The exercise price of an Incentive Stock Option
shall be at least 100% of the Fair Market Value of the Common Stock on the Grant
Date, and in the case of an Incentive Stock Option granted to a Participant who
owns more than 10% of the total combined voting power of all classes of the
stock of the Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code.

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         8.4 EXERCISABILITY. An Option designated as an Incentive Stock Option
shall cease to qualify for favorable tax treatment as an Incentive Stock Option
to the extent it is exercised (if permitted by the terms of the Option) (a) more
than three months after the Employment Termination Date if termination was for
reasons other than death or disability, (b) more than one year after the
Employment Termination Date if termination was by reason of disability, or (c)
after the Participant has been on leave of absence for more than 90 days, unless
the Participant's re-employment rights are guaranteed by statute or contract.

         8.5 TAXATION OF INCENTIVE STOCK OPTIONS. In order to obtain certain tax
benefits afforded to Incentive Stock Options under Section 422 of the Code, the
Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two years after the Grant Date and one year after the date of
exercise. A Participant may be subject to the alternative minimum tax at the
time of exercise of an Incentive Stock Option. The Participant shall give the
Company prompt notice of any disposition of shares acquired on the exercise of
an Incentive Stock Option prior to the expiration of such holding periods.

         8.6 CODE DEFINITIONS. For the purposes of this Article 8, "parent
corporation," "subsidiary corporation" and "disability" shall have the meanings
attributed to those terms for purposes of Section 422 of the Code.

                                   ARTICLE IX
                       FORMULA GRANTS TO OUTSIDE DIRECTORS

         9.1 AUTOMATIC GRANTS. From and after the IPO Effective Date, all grants
of Options to Outside Directors pursuant to this Article shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following
provisions:

                  (a) All Options granted pursuant to this Section shall be
         Non-qualified Stock Options and, except as otherwise provided herein,
         shall be subject to the other terms and conditions of the Plan.

                  (b) No person shall have any discretion to select which
         Outside Directors shall be granted Options under this Section or to
         determine the number of shares of Common Stock to be covered by such
         Options.

                  (c) Each person who becomes an Outside Director effective on
         the IPO Effective Date, or who first becomes an Outside Director
         following the IPO Effective Date, shall be automatically granted an
         Option to purchase 10,000 shares of Common Stock (the "First Option"),
         such grant to be effective as of the later of the IPO Effective Date or
         the date on which such person first becomes an Outside Director,
         whether through election by the shareholders of the Company or
         appointment by the Board to fill a vacancy; provided, however, that an
         Inside Director who ceases to be an Inside Director but who remains a
         Director shall not receive a First Option.

                  (d) Each person who is an Outside Director as of each date
         after the IPO Effective Date on which an annual meeting of shareholders
         of the Company is held shall be automatically granted an Option to
         purchase 10,000 shares of Common Stock (a "Subsequent Option") on the
         date of such annual meeting if, as of such date, he or she shall have
         served on the Board for at least the preceding six months.

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                  (e) The terms of each Option granted pursuant to this Section
         shall be as follows:

                           (i) the term of the Option shall be ten (10) years;

                           (ii) the exercise price per shares of Common Stock
                  shall be 100% of the Fair Market Value per Share on the date
                  of grant of the Option; and

                           (iii) subject to Article XII hereof, the First Option
                  and the Subsequent Option shall vest and become exercisable as
                  to one-third (1/3) of the shares of Common Stock subject to
                  the Option on the date of grant and one-third (1/3) of such
                  option vesting on the first anniversary of its date of grant,
                  and the remaining one-third (1/3) of such Shares on the second
                  anniversary of its date of grant, provided that the Optionee
                  continues to serve as a Director on such dates.

                                    ARTICLE X

                                   WITHHOLDING

         10.1 GENERAL. The Company may require the Participant to pay to the
Company the amount of any taxes that the Company is required by applicable
federal, state, local or foreign law to withhold with respect to the grant,
vesting or exercise of an Option. The Company shall not be required to issue any
shares Common Stock under the Plan until such obligations are satisfied.

         10.2 PAYMENT OF WITHHOLDING OBLIGATIONS IN CASH OR SHARES. The Plan
Administrator may permit or require a Participant to satisfy all or part of his
or her tax withholding obligations by (a) paying cash to the Company, (b) having
the Company withhold from any cash amounts otherwise due or to become due from
the Company to the Participant, (c) having the Company withhold a portion of any
shares of Common Stock that would otherwise be issued to the Participant having
a value equal to the tax withholding obligations (up to the employer's minimum
required tax withholding rate), or (d) surrendering any shares of Common Stock
that the Participant previously acquired having a value equal to the tax
withholding obligations (up to the employer's minimum required tax withholding
rate to the extent the Participant has held the surrendered shares for less than
six months).

                                   ARTICLE XI

                                  ASSIGNABILITY

         Neither an Option nor any interest therein may be assigned, pledged or
transferred by the Participant or made subject to attachment or similar
proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Options may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Option or may
permit a Participant to designate a beneficiary who may exercise the Option or
receive payment under the Option after the Participant's death; provided,
however, that any Option so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Option.

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                                   ARTICLE XII

                                   ADJUSTMENTS

         12.1 ADJUSTMENT OF SHARES. In the event, at any time or from time to
time, a stock dividend, stock split, spin-off, combination or exchange of
shares, recapitalization, merger, consolidation, distribution to stockholders
other than a normal cash dividend, or other change in the Company's corporate or
capital structure, including, without limitation, a Related Party Transaction,
results in (a) the outstanding shares of Common Stock, or any securities
exchanged therefor or received in their place, being exchanged for a different
number or kind of securities of the Company or of any other corporation or (b)
new, different or additional securities of the Company or of any other
corporation being received by the holders of shares of Common Stock of the
Company, then the Plan Administrator shall make proportional adjustments in (i)
the maximum number and kind of securities subject to the Plan and issuable as
Incentive Stock Options as set forth in Article 4 and the maximum number and
kind of securities that may be made subject to Options and to Options to any
individual as set forth in Article 4.3, and (ii) the number and kind of
securities that are subject to any outstanding Award and the per share price of
such securities, without any change in the aggregate price to be paid therefor.
The determination by the Plan Administrator as to the terms of any of the
foregoing adjustments shall be conclusive and binding. Notwithstanding the
foregoing, a dissolution or liquidation of the Company or a Corporate
Transaction shall not be governed by this Article 12.1 but shall be governed by
Articles 12.2 and 12.3, respectively.

         12.2 DISSOLUTION OR LIQUIDATION. To the extent not previously exercised
or settled, and unless otherwise determined by the Plan Administrator in its
sole discretion, Options shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Option has not been waived by the Plan Administrator, the
Option shall be forfeited immediately prior to the consummation of the
dissolution or liquidation.

         12.3 CORPORATE TRANSACTIONS AND THEIR EFFECT ON OPTIONS.

                  (a) In the event of a Corporate Transaction, except as
         otherwise provided in the instrument evidencing an Option (or in a
         written employment or services agreement between a Participant and the
         Company or Related Company) and except as provided in subsection (b)
         below, each outstanding Option shall be assumed or an equivalent option
         or right substituted by the surviving corporation, the successor
         corporation or its parent corporation, as applicable (the "Successor
         Corporation").

                  (b) If, in connection with a Corporate Transaction, the
         Successor Corporation refuses to assume or substitute for an Option,
         then each such outstanding Option shall become fully vested and
         exercisable with respect to 100% of the un-vested portion of the
         Option. In such case, the Plan Administrator shall notify the
         Participant in writing or electronically that the un-vested portion of
         the Option specified above shall be fully vested and exercisable for a
         specified time period. At the expiration of the time period, the Option
         shall terminate, provided that the Corporate Transaction has occurred.

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                  (c) For the purposes of this Article 12.3, the Option shall be
         considered assumed or substituted for if following the Corporate
         Transaction the option or right confers the right to purchase or
         receive, for each share of Common Stock subject to the Option
         immediately prior to the Corporate Transaction, the consideration
         (whether stock, cash, or other securities or property) received in the
         Corporate Transaction by holders of Common Stock for each share held on
         the effective date of the transaction (and if holders were offered a
         choice of consideration, the type of consideration chosen by the
         holders of a majority of the outstanding shares); provided, however,
         that if such consideration received in the Corporate Transaction is not
         solely common stock of the Successor Corporation, the Plan
         Administrator may, with the consent of the Successor Corporation,
         provide for the consideration to be received upon the exercise of the
         Option, for each share of Common Stock subject thereto, to be solely
         common stock of the Successor Corporation substantially equal in fair
         market value to the per share consideration received by holders of
         Common Stock in the Corporate Transaction. The determination of such
         substantial equality of value of consideration shall be made by the
         Plan Administrator and its determination shall be conclusive and
         binding.

                  (d) All Options shall terminate and cease to remain
         outstanding immediately following the Corporate Transaction, except to
         the extent assumed by the Successor Corporation.

         12.4 FURTHER ADJUSTMENT OF OPTIONS. Subject to Articles 12.2 and 12.3,
the Plan Administrator shall have the discretion, exercisable at any time before
a sale, merger, consolidation, reorganization, liquidation or change of control
of the Company, as defined by the Plan Administrator, to take such further
action as it determines to be necessary or advisable, and fair and equitable to
the Participants, with respect to Options. Such authorized action may include
(but shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Options so as to provide for
earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Options to which the action relates and before or after any
public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change of control that is the reason for such
action.

         12.5 LIMITATIONS. The grant of Options shall in no way affect the
Company's right 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.

         12.6 FRACTIONAL SHARES. In the event of any adjustment in the number of
shares covered by any Option, each such Option shall cover only the number of
full shares resulting from such adjustment.

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<PAGE>

                                  ARTICLE XIII

                            AMENDMENT AND TERMINATION

         13.1 AMENDMENT OR TERMINATION OF PLAN. The Board may suspend, amend or
terminate the Plan or any portion of the Plan at any time and in such respects
as it shall deem advisable; provided, however, that to the extent required for
compliance with Section 422 of the Code or any applicable law or regulation,
stockholder approval shall be required for any amendment that would (a) increase
the total number of shares available for issuance under the Plan, (b) modify the
class of employees eligible to receive Options, or (c) otherwise require
stockholder approval under any applicable law or regulation. Any amendment made
to the Plan that would constitute a "modification" to Incentive Stock Options
outstanding on the date of such amendment shall not, without the consent of the
Participant, be applicable to such outstanding Incentive Stock Options but shall
have prospective effect only.

         13.2 TERM OF PLAN. Unless sooner terminated as provided herein, the
Plan shall terminate ten years after the earlier of the Plan's adoption by the
Board and approval by the stockholders.

         13.3 CONSENT OF PARTICIPANT. The suspension, amendment or termination
of the Plan or a portion thereof or the amendment of an outstanding Option shall
not, without the Participant's consent, materially adversely affect any rights
under any Option theretofore granted to the Participant under the Plan. Any
change or adjustment to an outstanding Incentive Stock Option shall not, without
the consent of the Participant, be made in a manner so as to constitute a
"modification" that would cause such Incentive Stock Option to fail to continue
to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any
adjustments made pursuant to Article 13 shall not be subject to these
restrictions.

                                  ARTICLE XIV

                                     GENERAL

         14.1 EVIDENCE OF OPTIONS. Options granted under the Plan shall be
evidenced by a written instrument that shall contain such terms, conditions,
limitations and restrictions as the Plan Administrator shall deem advisable and
that are not inconsistent with the Plan.

         14.2 NO INDIVIDUAL RIGHTS. Nothing in the Plan or any Option granted
under the Plan shall be deemed to constitute an employment contract or confer or
be deemed to confer on any Participant any right to continue in the employ of,
or to continue any other relationship with, the Company or any Related Company
or limit in any way the right of the Company or any Related Company to terminate
a Participant's employment or other relationship at any time, with or without
Cause.

         14.3 ISSUANCE OF SHARES. Notwithstanding any other provision of the
Plan, the Company shall have no obligation to issue or deliver any shares of
Common Stock under the Plan or make any other distribution of benefits under the
Plan unless, in the opinion of the Company's counsel, such issuance, delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

                                      -13-
<PAGE>

         14.4 NO OBLIGATION TO REGISTER SHARES. The Company shall be under no
obligation to any Participant to register for offering or resale or to qualify
for exemption under the Securities Act, or to register or qualify under state
securities laws, any shares of Common Stock, security or interest in a security
paid or issued under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made. The Company may issue certificates for
shares with such legends and subject to such restrictions on transfer and
stop-transfer instructions as counsel for the Company deems necessary or
desirable for compliance by the Company with federal and state securities laws.
To the extent the Plan or any instrument evidencing an Option provides for
issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.

         14.5 NO RIGHTS AS A STOCKHOLDER. No Option or Stock Option denominated
in units shall entitle the Participant to any cash dividend, voting or other
right of a stockholder unless and until the date of issuance under the Plan of
the shares that are the subject of such Option.

         14.6 COMPLIANCE WITH LAWS AND REGULATIONS. Notwithstanding anything in
the Plan to the contrary, the Plan Administrator, in its sole discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to Participants who are officers or directors subject to
Section 16 of the Exchange Act without so restricting, limiting or conditioning
the Plan with respect to other Participants. Additionally, in interpreting and
applying the provisions of the Plan, any Option granted as an Incentive Stock
Option pursuant to the Plan shall, to the extent permitted by law, be construed
as an "incentive stock option" within the meaning of Section 422 of the Code.

         14.7 PARTICIPANTS IN OTHER COUNTRIES. The Plan Administrator shall have
the authority to adopt such modifications, procedures and subplans as may be
necessary or desirable to comply with provisions of the laws of other countries
in which the Company or any Related Company may operate to assure the viability
of the benefits from Options granted to Participants employed in such countries
and to meet the objectives of the Plan.

         14.8 NO TRUST OR FUND. The Plan is intended to constitute an "unfunded"
plan. Nothing contained herein shall require the Company to segregate any monies
or other property, or shares of Common Stock, or to create any trusts, or to
make any special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.

         14.9 SEVERABILITY. If any provision of the Plan or any Option is
determined to be invalid, illegal or unenforceable in any jurisdiction, or as to
any person, or would disqualify the Plan or any Option under any law deemed
applicable by the Plan Administrator, such provision shall be construed or
deemed amended to conform to applicable laws, or, if it cannot be so construed
or deemed amended without, in the Plan Administrator's determination, materially
altering the intent of the Plan or the Option, such provision shall be stricken
as to such jurisdiction, person or Option, and the remainder of the Plan and any
such Option shall remain in full force and effect.

                                      -14-
<PAGE>

         14.10 CHOICE OF LAW. The Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by the laws of the
United States, shall be governed by the laws of the State of New Jersey without
giving effect to principles of conflicts of law.

                                   ARTICLE XV

                                 EFFECTIVE DATE

         The original effective date of the Plan is January 5, 2004. The
effective date of the Plan as amended and restated herein is the date on which
the Plan, as amended and restated, is adopted by the Board.



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