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                                                                    EXHIBIT 10.4




                               DIGENE CORPORATION

                    AMENDED AND RESTATED 1999 INCENTIVE PLAN


                                    ARTICLE I
                                     PURPOSE

       The purpose of the 1999 Incentive Plan (the "Plan") is to enable Digene
Corporation (the "Company") to offer Employees of the Company and its
Subsidiaries equity interests in the Company and options to acquire equity
interests in the Company, thereby helping to attract, retain and reward such
persons and strengthen the mutuality of interests between such persons and the
Company's stockholders.

                                   ARTICLE II
                                   DEFINITIONS

       For purposes of the Plan, the following terms shall have the following
meanings:

       2.1    "Award" shall mean an award under the Plan of a Stock Option,
Restricted Stock or Unrestricted Stock.

       2.2    "Board" shall mean the Board of Directors of the Company.

       2.3    "Change of Control" shall mean (a) the reorganization,
consolidation or merger of the Company or any of its Subsidiaries holding or
controlling a majority of the assets relating to the business of the Company,
with or into any third party (other than a Subsidiary); (b) the assignment,
sale, transfer, lease or other disposition of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole; or (c) the
acquisition by any third party or group of third parties acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
amended) of shares of voting stock of the Company, the result of which in the
case of any transaction described in clauses (a), (b) and (c) above is that
immediately after the transaction the stockholders of the Company immediately
before the transaction, other than the acquiror, own less than fifty percent
(50%) of the combined voting power of the outstanding voting securities entitled
to vote generally in the election of directors of the surviving or resulting
corporation in a transaction specified in clause (a) above, the acquiror in a
transaction specified in clause (b) above, or the Company or the acquiror in a
transaction specified in clause (c) above.

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


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       2.5    "Committee" shall mean the Compensation Committee of the Board, or
any other committee of the Board designated by the Board to administer this
Plan, with any such Committee consisting of two or more members of the Board.

       2.6    "Common Stock" shall mean the Common Stock, par value $0.01 per
share, of the Company.

       2.7    "Disability" shall mean a disability that results in a
Participant's Termination of Employment with the Company or a Subsidiary, as
determined pursuant to standard Company procedures.

       2.8    "Effective Date" shall mean the date on which the Plan is adopted
by the Board.

       2.9    "Employee" shall mean any person engaged or proposed to be engaged
as an officer or employee of the Company or one of its Subsidiaries; provided,
however, that in the case of an Incentive Stock Option, the term "Employee"
shall mean any employee of the Company or of a "subsidiary corporation" (within
the meaning of Section 424(f) of the Code) of the Company.

       2.10   "Fair Market Value" for purposes of the Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean with respect to the Common Stock on any day, (i) the
closing sales price (or other exchange-designated daily sales price) on the
immediately preceding business day of a share of Common Stock as reported on the
principal securities exchange on which shares of Common Stock are then listed or
admitted to trading, or (ii) if not so reported, the closing sales price (or
other Nasdaq-designated daily sales price) on the immediately preceding business
day of a share of Common Stock as published in the Nasdaq National Market Issues
report in the Eastern Edition of The Wall Street Journal, or (iii) if not so
reported, the average of the closing (or other designated) bid and asked prices
on the immediately preceding business day as reported on the Nasdaq National
Market System, or (iv) if not so reported, as furnished by any member of the
National Association of Securities Dealers, Inc. selected by the Committee. In
the event that the price of a share of Common Stock shall not be so reported or
furnished, the Fair Market Value of a share of Common Stock shall be determined
by the Committee in good faith. A "business day" is any day, other than Saturday
or Sunday, on which the relevant market is open for trading.

       2.11   "Incentive Stock Option" shall mean any Stock Option awarded under
the Plan to an Employee that is intended to be and designated as an "Incentive
Stock Option" within the meaning of Section 422 of the Code.

       2.12   "Non-Qualified Stock Option" shall mean any Stock Option granted
under the Plan that is not an Incentive Stock Option.

       2.13   "Participant" shall mean an Employee to whom an Award has been
granted.



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       2.14   "Reporting Person" shall mean a Participant who is subject to the
reporting requirements of Section 16 of the Securities Exchange Act of 1934, as
amended and the regulations promulgated thereunder.

       2.15   "Restricted Stock" shall mean an Award granted pursuant to Section
7.1 hereof, subject to such restrictions as the Committee may determine, as
evidenced in a Restricted Stock Agreement. Shares of Common Stock shall cease to
be Restricted Stock when, in accordance with the terms of the Restricted Stock
Agreement, they become transferable and free of risk of forfeiture.

       2.16   "Restricted Stock Agreement" shall mean the agreement evidencing
the grant of Restricted Stock to an Employee pursuant to this Plan.

       2.17   "Restriction Period" shall have the meaning set forth in Section
7.2(c).

       2.18   "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI hereof.

       2.19   "Subsidiary" shall mean any subsidiary of the Company, 50% or more
of the voting stock of which is owned, directly or indirectly, by the Company,
that is currently existing as of the Effective Date or formed or acquired by the
Company while any Award is outstanding under the Plan.

       2.20   "Termination of Employment" shall mean a termination of employment
with the Company and all of its Subsidiaries for reasons other than a military
or personal leave of absence granted by the Company or any Subsidiary.

       2.21   "Unrestricted Stock" shall mean Common Stock granted under Section
7.3 hereof.

       2.22   "Unrestricted Stock Agreement" shall mean the agreement evidencing
the grant of Unrestricted Stock to an Employee pursuant to this Plan.

                                   ARTICLE III
                                 ADMINISTRATION

       3.1    The Committee. The Plan shall be administered and interpreted by
the Committee.

       3.2    Awards. Except as set forth in Section 3.3, the Committee shall
have full authority to grant, pursuant to the terms of the Plan, Stock Options,
Restricted Stock and Unrestricted Stock to persons eligible under Article V. In
particular, the Committee shall have the authority:

              (a)    to select the persons to whom Stock Options, Restricted
Stock and Unrestricted Stock may from time to time be granted;



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              (b)    to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock and Unrestricted Stock,
or any combination thereof, are to be granted to one or more persons eligible to
receive Awards under Article V;

              (c)    to determine the number of shares of Common Stock to be
covered by each Award granted hereunder; and

              (d)    to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder (including, but not
limited to, the option price, the option term, and provisions relating to any
restriction or limitation, any vesting schedule or acceleration, or any
forfeiture restrictions or waiver provisions of the Award), and any conditions
(in addition to those contained in this Plan) on the exercisability of all or
any part of an Option or on the transferability or forfeitability of Restricted
Stock. Notwithstanding any such conditions, the Committee may, in its discretion
at any time, accelerate the time at which any Option may be exercised or the
time at which Restricted Stock may become transferable or nonforfeitable.

       3.3    Awards to Reporting Persons. In the case of Reporting Persons, the
Board shall have full authority to grant, pursuant to the terms of the Plan,
Stock Options, Restricted Stock and Unrestricted Stock Awards to Reporting
Persons eligible under Article V. The Board shall have all rights and powers of
the Committee set forth in this Plan with respect to the granting of such
Awards.

       3.4    Guidelines. Subject to Article VIII hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
granted under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan. The express grant in the Plan of any
specific power to the Committee shall not be construed as limiting any other
power or authority of the Committee. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any Award
in the manner and to the extent it shall deem necessary or advisable to carry
out the purposes of the Plan. Notwithstanding the foregoing, no action of the
Committee under this Section 3.4 shall impair the rights of any Participant
without the Participant's consent, unless otherwise required by law.

       A majority of the entire Committee shall constitute a quorum, and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In addition, any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be fully as effective as if it had been made by a majority vote
at a meeting duly called and held. Subject to the provisions of this Plan and
the Company's Bylaws, and to any terms and conditions prescribed by the Board,
the Committee may make such additional rules and regulations for the conduct of
its business as it shall deem advisable. The Committee shall hold meetings at
such times and places as it may determine.



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       3.5    Decisions Final. Any decision, interpretation or other action made
or taken in good faith by the Committee arising out of or in connection with the
Plan shall be final, binding and conclusive on the Company, all Participants and
their respective heirs, executors, administrators, successors and assigns.

                                   ARTICLE IV
                                SHARE LIMITATION

       4.1    Shares. The maximum aggregate number of shares of Common Stock
that may be issued under the Plan is 2,000,000 (subject to increase or decrease
pursuant to Section 4.3), which may be either authorized and unissued shares of
Common Stock or authorized and issued shares of Common Stock reacquired by the
Company. If any Option granted under the Plan shall expire, terminate or be
canceled for any reason without having been exercised in full, the number of
shares of Common Stock not purchased under such Option shall again be available
for the purposes of the Plan. Further, if any shares of Restricted Stock are
forfeited, the shares subject to such Award, to the extent of such forfeiture,
shall again be available under the Plan.

       4.2    Individual Limit. No Employee may be granted Awards covering more
than 500,000 shares of Common Stock (subject to increase or decrease pursuant to
Section 4.3) during any calendar year.

       4.3    Changes. In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a regular cash dividend),
stock split, or other change in corporate structure affecting the Common Stock,
such substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under the Plan, the maximum number of shares with
respect to which Awards may be granted to any individual during any year, the
number and option price of shares subject to outstanding Options, and the number
of shares subject to other outstanding Awards, as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any Award shall always be a whole number.

                                    ARTICLE V
                                   ELIGIBILITY

       5.1    Awards to Employees. All officers and other Employees of the
Company and its Subsidiaries are eligible to be granted Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock and Unrestricted Stock under the
Plan. A Director who is an Employee of the Company or a Subsidiary shall be
eligible to receive Awards pursuant to this Article V.

                                   ARTICLE VI
                                  STOCK OPTIONS

       6.1    Options. Each Stock Option granted under the Plan shall be either
an Incentive Stock Option or a Non-Qualified Stock Option.



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       6.2    Grants. Except as set forth in Section 3.3, the Committee shall
have the authority to grant to any person eligible under Section 5.1 one or more
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options. To the extent that any Stock Option does not qualify as an Incentive
Stock Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which does not
qualify as an Incentive Stock Option shall constitute a separate Non-Qualified
Stock Option.

       6.3    Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participants affected, to
disqualify any Incentive Stock Option under such Section 422 of the Code.

       6.4    Terms of Options. Options granted under the Plan shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem desirable:

              (a)    Stock Option Certificate. Each Stock Option shall be
evidenced by, and subject to the terms of, a Stock Option Certificate evidencing
the Stock Option grant. The Stock Option Certificate shall specify whether the
Option is an Incentive Stock Option or a Non-Qualified Stock Option, the number
of shares of Common Stock subject to the Stock Option, the option price, the
option term, and the other terms and conditions applicable to the Stock Option.

              (b)    Option Price. Subject to subsection (m) below, the option
price per share of Common Stock purchasable upon exercise of a Stock Option
shall be determined by the Committee at the time of grant, but, if the Stock
Option is intended to be an Incentive Stock Option, shall be not less than 100%
of the Fair Market Value of the Common Stock on the date of grant.

              (c)    Option Term. Subject to subsection (m) below, the term of
each Stock Option shall be fixed by the Committee at the time of grant, but no
Stock Option shall be exercisable more than ten years after the date it is
granted.

              (d)    Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant; provided, however, that the Committee may
waive any installment exercise or waiting period provisions, in whole or in
part, at any time after the date of grant, based on such factors as the
Committee shall deem appropriate in its sole discretion.

              (e)    Method of Exercise. Subject to such installment exercise
and waiting period provisions as may be imposed by the Committee, Stock Options
may be exercised in whole or in part at any time during the option term by
delivering to the Company written notice of exercise specifying the number of
shares of Common Stock to be purchased and the option price therefor. The notice
of exercise shall be accompanied by payment in full of the option



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price and, if requested, by the representation described in Section 10.2.
Payment of the option price may be made (i) in cash or by check payable to the
Company, (ii) unless otherwise determined by the Committee on or after the date
of grant, in shares of Common Stock duly owned by the Participant (and for which
the Participant has good title free and clear of any liens and encumbrances) or
(iii) in the case of an Option that is not an Incentive Stock Option, unless
otherwise determined by the Committee on or after the date of grant, by
reduction in the number of shares of Common Stock issuable upon such exercise,
based, in each case, on the Fair Market Value of the Common Stock on the date of
exercise. Upon satisfaction of the conditions provided herein, a stock
certificate representing the number of shares of Common Stock to which the
Participant is entitled shall be issued and delivered to the Participant,
subject to Section 10.3. For the purpose of assisting a Participant to exercise
an Option, the Company may, in the discretion of the Board, make loans to the
Participant or guarantee loans made by third parties to the Participant, in
either case on such terms and conditions as the Board may authorize. Nothing
contained in this Plan shall prevent or prohibit a Participant from exercising
his or her Options under a broker-facilitated cashless exercise transaction.

              (f)    Death. Unless otherwise determined by the Committee on or
after the date of grant, in the event of a Participant's Termination of
Employment by reason of death, any Stock Option held by such Participant which
was exercisable on the date of death may thereafter be exercised by the legal
representative of the Participant's estate until the earlier of one year after
the date of death or the expiration of the stated term of such Stock Option, and
any Stock Option not exercisable on the date of death shall be forfeited.

              (g)    Disability. Unless otherwise determined by the Committee on
or after the date of grant, in the event of a Participant's Termination of
Employment by reason of Disability, any Stock Option held by such Participant
which was exercisable on the date of such Termination of Employment may
thereafter be exercised by the Participant until the earlier of one year after
such date or the expiration of the stated term of such Stock Option, and any
Stock Option not exercisable on the date of such Termination of Employment shall
be forfeited. If the Participant dies during such one-year period, any
unexercised Stock Options held by the Participant at the time of death may
thereafter be exercised by the legal representative of the Participant's estate
until the earlier of one year after the date of the Participant's death or the
expiration of the stated term of such Stock Option. If an Incentive Stock Option
is exercised after the expiration of the exercise period that applies for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

              (h)    Termination of Employment. Subject to Section 10.4, in the
event of a Participant's Termination of Employment by reason of retirement or
for any reason other than death or Disability, all Stock Options held by such
Participant that were exercisable on the date of such Termination of Employment
may be exercised by the Participant at any time within three (3) months after
his or her Termination of Employment; provided, however, that if the Committee
shall determine that the Employee's employment was terminated for conduct that
in the judgment of the Committee involves dishonesty or action by the Employee
that is detrimental to the best interest of the Company, all Stock Options held
by the Employee on the date of such Termination of Employment shall be
forfeited.



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              (i)    Change of Control. Notwithstanding the provisions of
Section 4.3, in the event of a Change of Control, all outstanding Stock Options
shall immediately become fully exercisable, and upon payment by the Participant
of the option price (and, if requested, delivery of the representation described
in Section 10.2), a stock certificate representing the Common Stock covered
thereby shall be issued and delivered to the Participant; provided, however,
that the exercisability of the Stock Options shall not be accelerated if, in the
opinion of the Board, such acceleration would prevent pooling of interests
accounting treatment for the Change of Control transaction and such accounting
treatment is desired by the parties to such transaction. This Section 6.4(i)
shall apply to any outstanding Stock Options which are Incentive Stock Options
to the extent permitted by Code Section 422(d), and any outstanding Incentive
Stock Options in excess thereof shall, immediately upon the occurrence of such a
Change of Control be treated for all purposes of the Plan as Non-Qualified Stock
Options and shall be immediately exercisable as set forth in this Section
6.4(i).

              (j)    Merger and Other Fundamental Transactions. In the event the
Company is succeeded by another company in a reorganization, merger,
consolidation, acquisition of property or stock, separation or liquidation, the
successor company shall assume all of the outstanding Options granted under this
Plan or shall substitute new options for them, which shall provide that each
Participant, at the same cost, shall be entitled upon the exercise of each such
option to receive such securities as the Board of Directors (or equivalent
governing body) of the succeeding, resulting or other company shall determine to
be equivalent, as nearly as practicable, to the nearest whole number and class
of shares of stock or other securities to which the Participant would have been
entitled under the terms of the agreement governing the reorganization, merger,
consolidation, acquisition of property or stock, separation or liquidation as
if, immediately prior to such event, the Participant had been the holder of
record of the number of shares of Common Stock which were then subject to the
outstanding Option granted under this Plan.

              (k)    Non-Transferability of Options. No Stock Option shall be
transferrable by the Participant otherwise than by will or by the laws of
descent and distribution, to the extent consistent with the terms of the Plan
and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

              (l)    Incentive Stock Option Limitations. To the extent that the
aggregate Fair Market Value (determined as of the date of grant) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year under the Plan and/or any
other stock option plan of the Company or any subsidiary or parent corporation
(each within the meaning of Section 424 of the Code) exceeds $100,000, such
Options shall be treated as Options which are not Incentive Stock Options.

              (m)    Ten-Percent Stockholder Rule. Notwithstanding any other
provision of the Plan to the contrary, no Incentive Stock Option shall be
granted to any person who, immediately prior to the grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or any subsidiary or parent



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corporation (each within the meaning of Section 424 of the Code), unless the
option price is at least 110% of the Fair Market Value of the Common Stock on
the date of grant and the Option, by its terms, expires no later than five years
after the date of grant.

       Should the foregoing provisions not be necessary in order for the Stock
Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Company.

       6.5    Rights as Stockholder. A Participant shall not be deemed to be the
holder of Common Stock, or to have any of the rights of a holder of Common
Stock, with respect to shares subject to the Option, unless and until the Option
is exercised and a stock certificate representing such shares of Common Stock is
issued to the Participant.

                                   ARTICLE VII
                        RESTRICTED AND UNRESTRICTED STOCK

       7.1    Awards of Restricted Stock. Except as set forth in Section 3.3,
the Committee shall have the authority to grant to any person eligible under
Section 5.1 one or more Restricted Stock Awards. The Committee shall determine
the eligible Employees to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be awarded, the time or
times within which such Awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and the other terms and conditions
of the Awards in addition to those set forth in Section 7.2.

       7.2    Terms and Conditions. Restricted Stock shall be subject to the
following terms and conditions and such other terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

              (a)    Restricted Stock Agreement. Each Restricted Stock Award
shall be evidenced by, and subject to the terms of, a Restricted Stock Agreement
executed by the Company and the Participant. The Restricted Stock Agreement
shall specify the number of shares of Common Stock subject to the Award, the
time or times within which such Restricted Stock is subject to forfeiture and
the other terms, conditions and restrictions applicable to such Award.

              (b)    Stock Certificate. Subject to Section 10.3, when the
restrictions applicable to a Restricted Stock Award, or any portion thereof,
lapse, a stock certificate representing the number of shares of Common Stock
covered by such Restricted Stock Award, or portion thereof, shall be issued and
delivered to the Participant. A Participant shall not be deemed to be the holder
of Common Stock, or to have any of the rights of a holder of Common Stock, with
respect to shares of Restricted Stock subject to the Award, unless and until the
forfeiture restrictions lapse and a stock certificate representing such shares
of Common Stock is issued to the Participant.



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              (c)    Restriction Period. Subject to the provisions of the Plan
and the Restricted Stock Agreement, shares of Restricted Stock will be forfeited
to the Company in the event of a Participant's Termination of Employment during
a period (not to exceed five years) set by the Committee commencing with the
date of such Award (the "Restriction Period"). Subject to the provisions of the
Plan, the Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may waive such restrictions, in whole or in
part, at any time, based on such factors as the Committee shall deem appropriate
in its sole discretion.

              (d)    Termination of Employment. Subject to Section 10.4, in the
event of a Participant's Termination of Employment prior to the expiration of
the Restriction Period, then he or she shall forfeit all of his or her
Restricted Stock with respect to which the Restriction Period has not yet
expired; provided, however, that the terms of the Restricted Stock Agreement, in
the discretion of the Committee and pursuant to such terms and conditions as it
may impose, may provide: (i) that, if such Employee's employment is terminated
for any reason other than conduct that in the judgment of the Committee involves
dishonesty or action by the Employee that is detrimental to the best interests
of the Company, then the Restricted Stock or any related compensation deferral
or a portion thereof shall not be forfeited; (ii) that, if such Employee's
employment is terminated on account of Disability, then the Employee shall not
forfeit his or her Restricted Stock or any related compensation deferral or a
portion thereof; and (iii) that, if such Employee dies while employed by the
Company or any of its Subsidiaries, then his or her Restricted Stock or any
related compensation deferral or a portion thereof is not forfeited.

              (e)    Changes. If any change is made in the Common Stock by
reason of any merger, consolidation, reorganization, recapitalization, stock
dividend, split up, combination of shares, exchange of shares, change in
corporate structure, or otherwise, then any shares or other securities of the
Company or succeeding, resulting or other company to be received by the Employee
under the Restricted Stock Agreement shall be subject to the same restrictions
applicable to the Restricted Stock.

       7.3    Unrestricted Stock. Except as set forth in Section 3.3, the
Committee shall have the authority to grant to any person eligible under Section
5.1 one or more Unrestricted Stock Awards. Each Employee who is awarded
Unrestricted Stock shall receive an Unrestricted Stock Agreement from the
Company in a form specified by the Committee and containing the terms and
conditions of the award and such other matters, consistent with this Plan, as
the Committee, in its sole discretion, shall determine at the time the Award is
made. Such conditions may include, but shall not be limited to, the deferral of
a percentage of the Employee's annual cash compensation, not including dividends
paid on the Unrestricted Stock, if any, to be applied toward the purchase of
Unrestricted Stock upon such terms and conditions, including such discounts, as
may be set forth in the Unrestricted Stock Agreement. Upon the issuance of
Unrestricted Stock to an Employee hereunder, the Employee shall have the entire
beneficial ownership and all the rights and privileges of a stockholder with
respect to the Unrestricted Stock awarded to him or her, including the right to
receive dividends and the right to vote such Unrestricted Stock. Subject to
Section 10.3, each Employee who is awarded Unrestricted Stock may, but need not,
be issued a stock certificate in respect of such shares of Unrestricted Stock.



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                                  ARTICLE VIII
                            TERMINATION OR AMENDMENT

       8.1    Termination or Amendment of Plan. The Committee may at any time
amend, discontinue or terminate the Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article X) or amend any Award previously
granted, prospectively or retroactively (subject to Article IV); provided,
however, that, unless otherwise required by law, the rights of a Participant
with respect to Awards granted prior to such amendment, discontinuance or
termination may not be impaired without the consent of such Participant and,
provided further that, the Company will seek the approval of the Company's
stockholders for any amendment if such approval is necessary to comply with the
Code, Federal or state securities laws or any other applicable laws or
regulations.

                                   ARTICLE IX
                                  UNFUNDED PLAN

       9.1    Unfunded Plan. The Plan is intended to constitute an "unfunded"
plan for incentive compensation. With respect to any payment not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.

                                    ARTICLE X
                               GENERAL PROVISIONS

       10.1   Nonassignment. Except as otherwise provided in the Plan, any Award
granted hereunder and the rights and privileges conferred thereby shall not be
sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of an Award, right or privilege contrary to the
provisions hereof, or upon the levy of any attachment or similar process
thereon, such Award and the rights and privileges conferred hereby shall
immediately terminate and the Award shall immediately be forfeited to the
Company.

       10.2   Legend. The Committee may require each person acquiring shares
pursuant to an Award to represent to the Company in writing that the Participant
is acquiring the shares without a view to distribution thereof. The stock
certificates representing such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

       All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange or
stock market upon which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable corporate law,
and the Committee



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may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

       10.3   Uncertificated Shares. Each Employee who exercises an Option to
acquire Common Stock or is awarded Restricted Stock or Unrestricted Stock may,
but need not, be issued a stock certificate in respect of the Common Stock so
acquired. A "book entry" (i.e., a computerized or manual entry) shall be made in
the records of the Company to evidence the issuance of shares of Common Stock to
an Employee where no certificate is issued in the name of the Employee. Such
Company records, absent manifest error, shall be binding on Employees. In all
instances where the date of issuance of shares may be deemed significant but no
certificate is issued in accordance with this Section 10.3, the date of the book
entry shall be the relevant date for such purposes.

       10.4   Forfeiture for Competition. If a Participant in this Plan provides
services to a competitor of the Company or any of its subsidiaries, whether as
an employee, officer, director, independent contractor, consultant, agent or
otherwise, such services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the Participant while an
Employee, and the Committee determines, in its sole discretion, that the
provision of such services constitutes a breach of the Participant's non-compete
agreement with the Company, then that Participant's rights to any Awards
hereunder shall automatically be forfeited.

       10.5   Other Plans. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

       10.6   No Right to Employment. Neither the Plan nor the grant of any
Award hereunder shall give any Participant or other Employee any right with
respect to continuance of employment by the Company or any Subsidiary, nor shall
the Plan impose any limitation on the right of the Company or any Subsidiary by
which a Participant is employed to terminate such Participant's employment at
any time.

       10.7   Withholding of Taxes. The Company shall have the right to reduce
the number of shares of Common Stock otherwise deliverable pursuant to the Plan
by an amount that would have a Fair Market Value equal to the amount of all
Federal, state and local taxes required to be withheld, or to deduct the amount
of such taxes from any cash payment otherwise to be made to the Participant. In
connection with such withholding, the Committee may make such arrangements as
are consistent with the Plan as it may deem appropriate.



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<PAGE>   13

       10.8   Listing and Other Conditions.

              (a)    If the Common Stock is listed on a national securities
exchange or The Nasdaq Stock Market, the issuance of any shares of Common Stock
pursuant to an Award shall be conditioned upon such shares being listed on such
exchange or The Nasdaq Stock Market. The Company shall have no obligation to
issue any shares of Common Stock unless and until such shares are so listed, and
the right to exercise any Option or vest in any Restricted Stock shall be
suspended until such listing has been effected.

              (b)    If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock pursuant to an Award
is or may in the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act of 1933, as amended, or otherwise with respect to
shares of Common Stock or Awards, and the right to exercise any Option or vest
in any Restricted Stock shall be suspended until, in the opinion of such
counsel, such sale or delivery shall be lawful or shall not result in the
imposition of excise taxes.

              (c)    Upon termination of any period of suspension under this
Section 10.8, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.

       10.9   Governing Law. The Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.

       10.10  Construction. Wherever any words are used in the Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

       10.11  Liability of the Board and the Committee. No member of the Board
or the Committee nor any Employee of the Company or any of its subsidiaries
shall be liable for any act or action hereunder, whether of omission or
commission, by any other member or Employee or by any agent to whom duties in
connection with the administration of the Plan have been delegated or, except in
circumstances involving bad faith, gross negligence or fraud, for anything done
or omitted to be done by himself.

       10.12  Other Benefits. No payment pursuant to an Award shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any Subsidiary



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<PAGE>   14

nor affect any benefits under any other benefit plan now or hereafter in effect
under which the availability or amount of benefits is related to the level of
compensation.

       10.13  Costs. The Company shall bear all expenses incurred in
administering the Plan, including expenses related to the issuance of Common
Stock pursuant to Awards.

       10.14  Severability. If any part of the Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.

       10.15  Successors. The Plan shall be binding upon and inure to the
benefit of any successor or successors of the Company.

       10.16  Headings. Article and section headings contained in the Plan are
included for convenience only and are not to be used in construing or
interpreting the Plan.

                                   ARTICLE XI
                                  TERM OF PLAN

       11.1   Effective Date. The Plan shall be effective as of the Effective
Date, but the grant of any Award hereunder is subject to the express condition
that the Plan be approved by the stockholders of the Company within 12 months
after the Effective Date.

       11.2   Termination Date. Unless sooner terminated, the Plan shall
terminate ten years after the Effective Date and no Awards may be granted
thereafter. Termination of the Plan shall not affect Awards granted before such
date.


AS REVISED BY THE BOARD BY UNANIMOUS WRITTEN CONSENT DATED SEPTEMBER 21, 2000
AND APPROVED BY THE STOCKHOLDERS AT THE ANNUAL MEETING HELD ON OCTOBER 26, 2000
- THE FIRST SENTENCE OF SECTION 4.1 WAS AMENDED TO INCREASE THE MAXIMUM
AGGREGATE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER THE PLAN
FROM 1,000,000 TO 2,000,000.

AS REVISED BY THE BOARD AT ITS OCTOBER 26, 2000 MEETING TO CLARIFY THE "CHANGE
OF CONTROL" DEFINITION.


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