##### 



Exhibit 10.2

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.

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.

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

2



---



##### 



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;

(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

3



---



##### 



(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.

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.

4



---



##### 



Article IV
Share Limitation

4.1      Shares. The maximum aggregate number of shares of Common Stock that
may be issued under the Plan is 3,000,000 (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.

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.

5



---



##### 



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 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

6



---



##### 



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.

(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

7



---



##### 



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 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.

8



---



##### 



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.

(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

9



---



##### 



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.

10



---



##### 



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

11



---



##### 



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.

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.

12



---



##### 



(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 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.

13



---



##### 



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.

As revised by the Board by unanimous written consent dated September 5, 2001
and approved by the stockholders at the Annual Meeting held on October 25, 2001
- 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 2,000,000 to 3,000,000.

14