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                                                                    EXHIBIT 10.1



                               DIGENE CORPORATION
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN



                                    ARTICLE I
                      PURPOSE; EFFECTIVE DATE; DEFINITIONS

       1.1    PURPOSE. This Digene Corporation 1997 Stock Option Plan (the
"Plan") is intended to secure for Digene Corporation (the "Company") and its
stockholders the benefits of the incentive inherent in common stock ownership by
consultants providing services to the Company and to afford such persons the
opportunity to obtain or increase their proprietary interest in the Company on a
favorable basis and thereby have an opportunity to share in its success.

       1.2    EFFECTIVE DATE. This Plan shall be effective on and after
September 9, 1997.

       1.3    DEFINITIONS. Throughout this Plan, the following terms shall have
the meanings indicated:

              (a)    "BOARD" shall mean the Board of Directors of the Company.

              (b)    "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.

              (c)    "CODE" shall mean the Internal Revenue Code of 1986, as
amended, any successor revenue laws of the United States, and the rules and
regulations promulgated thereunder.

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              (d)    "COMMITTEE" shall mean any committee of the Board
designated by the Board to administer this Plan.

              (e)    "COMMON STOCK" shall mean the common stock, par value $.01
per share, of the Company.

              (f)    "COMPANY" shall mean Digene Corporation, a Delaware
corporation.

              (g)    "CONSULTANT" shall mean a person that has entered into an
agreement or arrangement (written or otherwise) to provide, or is currently
engaged in providing, bona fide services (other than services in connection with
the offer or sale of securities in a capital-raising transaction) to or for the
benefit of the Company and is not an employee, officer or director of the
Company or any of its subsidiaries on the date of grant of the Option; provided,
that the Committee shall have sole discretion in the determination of whether a
person is a Consultant to the Company for the purposes of this Plan.

              (h)    "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

              (i)    "FAIR MARKET VALUE" shall mean with respect to the Common
Stock on any day, (i) the closing sales price 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 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 bid and asked prices of a share
of Common Stock 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. The market value of an Option granted under the Plan on any day
shall be the market value of the underlying Common Stock, determined as
aforesaid, less the exercise price of the Option. A "business day" is any day on
which the relevant market is open for trading.

              (j)    "OPTION" shall mean an option to purchase shares of Common
Stock granted by the Committee under this Plan.

              (k)    "OPTION AGREEMENT" shall mean the certificate evidencing an
Option grant.

              (l)    "OPTION SHARES" shall mean the shares of Common Stock
issuable upon exercise of an Option.


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<PAGE>   3

              (m)    "PLAN" shall mean this Digene Corporation 1997 Stock Option
Plan, as the same may be amended from time to time.

              (n)    "TERMINATION OF ENGAGEMENT" shall mean the termination of a
Consultant's consulting engagement with the Company such that from and after
such date the Consultant is no longer expected, in the sole discretion of the
Committee, to be engaged in providing bona fide services to or for the benefit
of the Company; provided, however, that a Termination of Engagement shall not be
deemed to have occurred if the Consultant has become an employee, officer or
director of the Company in which event a Termination of Engagement shall occur
only upon the termination (whether voluntary or involuntary) of all positions
with the Company.


                                   ARTICLE II
                                 ADMINISTRATION

       2.1    COMMITTEE ADMINISTRATION. This Plan and the Options granted
hereunder shall be interpreted, construed and administered by the Committee in
its sole discretion. A person who has been granted Options under the Plan may
appeal to the Committee in writing any decision or action of the Committee with
respect to the Plan that adversely affects such person. Upon review of such
appeal and in any other case where the Committee has acted with respect to the
Plan, the interpretation and construction by the Committee of any provisions of
this Plan or of any Option shall be conclusive and binding on all parties.

       2.2    COMMITTEE COMPOSITION. The Committee shall consist of not less
than two persons who shall be members of the Board and shall be subject to such
terms and conditions as the Board may prescribe. Each Committee member shall be
a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated under the
Exchange Act. Once designated, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused and remove all members of the Committee.

       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.

       2.3    COMMITTEE POWERS. The Committee shall have authority to grant
Options pursuant to an Option Agreement providing for such terms (not
inconsistent with the


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provisions of this Plan) as the Committee may consider appropriate. Such terms
shall include, without limitation, as applicable, the number of shares, the
Option price, the medium and time of payment, the term of each grant and any
vesting requirements and may include conditions (in addition to those contained
in this Plan) on the exercisability of all or any part of an Option.
Notwithstanding any such conditions, the Committee may, in its discretion, at
any time on or after the date of grant, accelerate the time at which any Option
may be exercised. In addition, the Committee shall have complete discretionary
authority to prescribe the form of Option Agreements; to adopt, amend and
rescind rules and regulations pertaining to the administration of the Plan; and
to make all other determinations necessary or advisable for the administration
of this Plan. The express grant in the Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee. All expenses of administering this Plan shall be borne by the
Company.

       2.4    LIMITATION ON RECEIPT OF OPTIONS BY COMMITTEE MEMBERS. No person
while a member of the Committee shall be eligible to be granted Options under
this Plan, but a member of the Committee may be granted and may exercise options
to purchase stock granted under other plans of the Company, and a member of the
Committee may exercise Options granted under this Plan prior to his or her
becoming a member of the Committee.

       2.5    GOOD FAITH DETERMINATIONS. No member of the Committee or other
member of the Board shall be liable for any action or determination made in good
faith with respect to this Plan or any Option granted hereunder.


                                   ARTICLE III
                       ELIGIBILITY; SHARES SUBJECT TO PLAN

       3.1    ELIGIBILITY. The Committee shall from time to time determine and
designate Consultants to receive Options under this Plan, the number of Options
to be granted to each such Consultant, the formula or other basis on which such
Options shall be granted to Consultants and any condition or conditions to the
exercise of such Options consistent with the terms of this Plan. In making any
such grant, the Committee may take into account the nature of services rendered
by a Consultant, commissions, fees or other compensation paid by the Company to
the Consultant, the capacity of the Consultant to contribute to the success of
the Company and other factors that the Committee may consider relevant.

       3.2    SHARES SUBJECT TO THIS PLAN. Subject to the provisions of Section
4.1(e) (relating to adjustment for changes in Common Stock), the maximum number
of shares that may be issued under this Plan shall not exceed in the aggregate
500,000 shares of Common Stock. Such shares may be authorized and unissued
shares or authorized and issued shares that have been reacquired by the Company.
If any Options granted under this Plan shall for any reason terminate or expire
or be surrendered without having been exercised in full, then the shares not
purchased under such Options shall be available again for grant hereunder.

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                                   ARTICLE IV
                                  STOCK OPTIONS

       4.1    GRANT; TERMS AND CONDITIONS. The Committee, in its discretion, may
from time to time grant Options to any Consultant eligible to receive Options
under this Plan. Each Consultant who is granted an Option shall receive an
Option Agreement from the Company in a form specified by the Committee and
containing such provisions, consistent with this Plan, as the Committee, in its
sole discretion, shall determine at the time the Option is granted.

              (a)    NUMBER OF SHARES. Each Option Agreement shall state the
number of shares of Common Stock to which it pertains.

              (b)    OPTION PRICE. Each Option Agreement shall state the Option
exercise price, which shall be the price determined by the Committee, in its
absolute discretion, to be suitable to attain the purposes of this Plan;
provided that the exercise price of an Option shall not be lower than the Fair
Market Value of the Common Stock as of the date of the grant.

              (c)    MEDIUM AND TIME OF PAYMENT. Upon the exercise of an Option,
the Option exercise price shall be payable in United States dollars, in cash
(including by check) or (unless the Committee otherwise prescribes) in shares of
Common Stock owned by the optionee, in Options granted to the optionee under the
Plan which are then exercisable, or in a combination of cash, Common Stock and
Options. If all or any portion of the Option exercise price is paid in Common
Stock owned by the optionee, then that Common Stock shall be valued at its Fair
Market Value as of the date the Option is exercised. If all or any portion of
the Option exercise price is paid in Options granted to the optionee under the
Plan, then such Options shall be valued at their Fair Market Value as of the
date the Option is exercised. For the purpose of assisting an optionee to
exercise an Option, the Company may, in the discretion of the Board, make loans
to the optionee or guarantee loans made by third parties to the optionee, in
either case on such terms and conditions as the Board may authorize.

              (d)    TERM AND EXERCISE OF OPTIONS. The term of each Option shall
be determined by the Committee at the time the Option is granted; provided that
the term of an Option shall in no event be more than ten years from the date of
grant. Not less than one hundred shares may be purchased at any one time unless
the number purchased is the total number at the time purchasable under the
Option. During the lifetime of an optionee, the Option shall be exercisable only
by him or her and shall not be assignable or transferable by him or her and no
person shall acquire any rights therein. Following an optionee's death, the
Option may be exercised (to the extent permitted under the Plan) by the person
designated by the optionee as a beneficiary in a written notification delivered
to the Committee prior to the optionee's death, or if there is no such written
designation, by the executor or administrator of the optionee's estate or by the
person or persons to whom such rights pass by will or by the laws of descent or
distribution.

              (e)    RECAPITALIZATION; REORGANIZATION. Subject to any required
action by the stockholders of the Company, the maximum number of shares of
Common Stock that may


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be issued under this Plan, the number of shares of Common Stock covered by each
outstanding Option, the kind of shares subject to outstanding Options and the
per share exercise price under each outstanding Option shall be adjusted, in
each case, to the extent and in the manner the Committee deems appropriate for
any increase or decrease in the number of issued shares of Common Stock
resulting from a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
Common Stock) or any other change in the corporate structure or state of the
Company.

              Subject to any action that may be required on the part of the
stockholders of the Company, if the Company is the surviving corporation in any
merger, consolidation, sale, transfer, acquisition, tender offer or exchange
offer which does not result in a Change of Control, then each outstanding Option
shall pertain to and apply to the securities or other consideration that a
holder of the number of shares of Common Stock subject to the Option would have
been entitled to receive in such transaction.

              If the Company is the surviving corporation in any merger,
consolidation, sale transfer, acquisition, tender offer or exchange offer which
results in a Change of Control, each optionee shall, in such event, have the
right immediately prior to such transaction to exercise his or her Option in
whole or in part without regard to any installment provision contained in his or
her Agreement; provided, however, that the exercisability of any Option 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. Any Option not exercised immediately prior to such transaction
shall pertain to and apply to the securities or other consideration that a
holder of the number of shares of Common Stock subject to the Option would have
been entitled to receive in the transaction.

              A merger, consolidation, sale, transfer, acquisition, tender offer
or exchange offer in which the Company is not the surviving corporation, other
than such a transaction effected for the purpose of changing the Company's
domicile, shall cause each holder of an outstanding Option to have the right
immediately prior to such transaction to exercise his or her Option in whole or
in part without regard to any installment provision contained in his or her
Agreement. Any Option not exercised immediately prior to such transaction shall
pertain to and apply to the securities or other consideration that a holder of
the number of shares of Common Stock subject to the Option would have been
entitled to receive in the transaction.

              A dissolution or liquidation of the Company shall cause each
outstanding Option to terminate, provided that each holder shall, in such event,
have the right immediately prior to such dissolution or liquidation to exercise
his or her Option in whole or in part without regard to any installment
provision contained in his or her Agreement.

              Notwithstanding the foregoing, in no event shall any Option be
exercisable after the date of termination of the exercise period of such Option.


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<PAGE>   7

              In the case of a merger, consolidation, sale, transfer,
acquisition, tender offer or exchange offer effected for the purpose of changing
the Company's domicile, each outstanding Option shall continue in effect in
accordance with its terms and shall apply or relate to the same number of shares
of common stock of such surviving corporation as the number of shares of Common
Stock to which it applied or related immediately prior to such transaction,
adjusted for any increase or decrease in the number of outstanding shares of
common stock of the surviving corporation effected without receipt of
consideration.

              In the event of a change in the Common Stock as presently
constituted, which change is limited to a change of all of the authorized shares
with par value into the same number of shares with a different par value or
without par value, the shares resulting from any such change shall be deemed to
be the Common Stock within the meaning of this Plan.

              The foregoing adjustments shall be made by the Committee, whose
determination shall be final, binding and conclusive.

              Except as expressly provided in this subsection, the holder of an
Option shall have no rights by reason of (i) any subdivision or consolidation of
shares of any class, (ii) any stock dividend, (iii) any other increase or
decrease in the number of shares of stock of any class, (iv) any dissolution,
liquidation, merger or consolidation or spin-off, split-off or split-up of
assets of the Company or stock of another corporation or (v) any issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class. Moreover, except as expressly provided in this subsection,
the occurrence of one or more of such events shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to the Option.

              The grant of an Option pursuant to this Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate, sell or
otherwise transfer all or any part of its business or assets.

              (f)    RIGHTS AS A STOCKHOLDER. Subject to Section 5.9 of this
Plan regarding uncertificated shares, an optionee or a transferee of an Option
shall have no rights as a stockholder with respect to any shares covered by his
or her Option until the date of the issuance of a stock certificate to him or
her for those shares upon payment of the exercise price. No adjustments shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
subsection 4.1(e).

              (g)    MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to
the terms and conditions and within the limitations of this Plan, the Committee
may, on or after the date of grant, modify, extend or renew outstanding Options
granted under this Plan or accept the surrender of outstanding Options (to the
extent not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore


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exercised). No modification of an Option shall, without the consent of the
holder thereof, alter or impair any rights or obligations under any Option
theretofore granted under this Plan.

              (h)    EXERCISABILITY AND TERM OF OPTIONS. Unless earlier
terminated, Options granted pursuant to this Plan shall be exercisable at any
time on or after the dates of exercisability and before the expiration date set
forth in the Option Agreement. Notwithstanding the foregoing, unless otherwise
determined by the Committee on or after the date of grant, an Option shall
terminate and may not be exercised after the date of a Termination of
Engagement, except that: (1) unless the Committee shall determine that the
Consultant's engagement was terminated for conduct that in the judgment of the
Committee involves dishonesty or action by the Consultant that is detrimental to
the best interest of the Company, the Consultant may at any time within three
months after Termination of Engagement exercise his or her Option but only to
the extent the Option was exercisable on the date of Termination of Engagement;
(2) if such Consultant's engagement terminates on account of total and permanent
disability, then the Consultant may at any time within one year after
Termination of Engagement exercise the Option but only to the extent that the
Option was exercisable on the date of Termination of Engagement; and (3) if such
Consultant dies while engaged as a consultant to the Company, or within the
three or twelve month period following Termination of Engagement as described in
clause (1) or (2) above, then his or her Option may be exercised at any time
within twelve months following his or her death by the person specified in
Section 4.1(d), but only to the extent that such Option was exercisable by him
or her on the date of Termination of Engagement. The Committee may, in its
discretion, provide in any Option Agreement or determine at any time after the
date of grant that the exercisability of an Option will be accelerated, in whole
or in part, in the event of a Consultant's death or disability. The Committee
may, in its discretion, extend the post-termination exercise periods set forth
in this subsection, but not beyond the expiration date of the Option.
Notwithstanding anything to the contrary in this subsection, an Option may not
be exercised by anyone after the expiration of its term.

       4.2    OTHER TERMS AND CONDITIONS. Through the Option Agreements
authorized under this Plan, the Committee may impose such other terms and
conditions, not inconsistent with the terms hereof, on the grant or exercise of
Options, as it deems advisable.

       4.3    INCLUSION OF PRIOR GRANTS. From and after the Effective Date of
this Plan, the grants of rights to purchase shares of Common Stock listed below
shall, for the purposes of this Plan, be deemed to be Options granted under the
terms of, and in accordance with, this Plan, such Options shall be governed by
the terms of this Plan, and the terms of such Options shall include the terms
and provisions of this Plan, the terms and conditions theretofore adopted by the
Committee in connection with the grant of such Options and the terms and
conditions set forth in the Option Agreements relating to such Options:


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<TABLE>
<CAPTION>
                                                    Number of Shares
Name of Consultant           Date of Grant         Subject to Options
------------------           -------------         ------------------
<S>                          <C>                   <C>
Robert McG. Lilley              4/18/97                 125,000
Gerson Dores                    7/18/97                  25,000
Mark Van Asten                  7/18/97                  25,000
Greg Brown                      7/18/97                  25,000
</TABLE>

                                    ARTICLE V
                                  MISCELLANEOUS

       5.1    WITHHOLDING TAXES. A Consultant granted Options under this Plan
shall be conclusively deemed to have authorized the Company to withhold from the
commissions, fees or other compensation of such Consultant funds in amounts or
property (including Common Stock or Options) in value equal to any federal,
state and local income, employment or other withholding taxes applicable to the
income recognized by such Consultant and attributable to the Options or Option
Shares as, when and to the extent, if any, required by law; provided, however,
that, in lieu of the withholding of federal, state and local taxes as herein
provided, the Company may require that the Consultant (or other person
exercising such Option) pay the Company an amount equal to the federal, state
and local withholding taxes on such income at the time such withholding is
required or such other time as shall be satisfactory to the Company.

       5.2    AMENDMENT, SUSPENSION, DISCONTINUANCE OR TERMINATION OF PLAN. The
Board or the Committee may from time to time amend, suspend or discontinue this
Plan or revise it in any respect whatsoever for the purpose of maintaining or
improving the effectiveness of this Plan as an incentive device, for the purpose
of conforming this Plan to applicable governmental regulations or to any change
in applicable law or regulations or for any other purpose permitted by law;
provided, however, that no such action by the Committee shall adversely affect
any Option theretofore granted under this Plan without the consent of the holder
so affected. Unless sooner terminated by the Committee, this Plan will terminate
on September 9, 2007.

       5.3    GOVERNING LAW. This Plan shall be governed by, and construed in
accordance with, the laws of the State of Maryland (without giving effect to
principles of conflict of laws).

       5.4    DESIGNATION. This Plan may be referred to in other documents and
instruments as the "Digene Corporation 1997 Stock Option Plan."

       5.5    INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of


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any investigation, action, suit or proceeding, or in connection with any appeal
therefrom, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with this Plan or any Option, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in or dismissal or other discontinuance of
any such investigation, action, suit or proceeding, except in relation to
matters as to which it shall be adjudged in such investigation, action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his or her duties; provided that, within 60 days after
institution of any such investigation, action, suit or proceeding, a Committee
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.

       5.6    RESERVATION OF SHARES. The Company shall at all times during the
term of this Plan, and so long as any Option shall be outstanding, reserve and
keep available (and will seek or obtain from any regulatory body having
jurisdiction any requisite authority in order to issue) such number of shares of
its Common Stock as shall be sufficient to satisfy the requirements of this
Plan. Inability of the Company to obtain from any regulatory body of appropriate
jurisdiction authority considered by the Company to be necessary or desirable to
the lawful issuance of any shares of its Common Stock hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
Common Stock as to which such requisite authority shall not have been obtained.

       5.7    APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to the exercise of Options will be used for
general corporate purposes.

       5.8    NO OBLIGATION TO EXERCISE. The granting of an Option shall impose
no obligation upon the holder to exercise or otherwise realize the value of that
Option.

       5.9    UNCERTIFICATED SHARES. A Consultant who exercises an Option to
acquire Common 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 a Consultant where no certificate is issued in the
name of the Consultant. Such Company records, absent manifest error, shall be
binding on Consultants. In all instances where the date of issuance of shares
may be deemed significant but no certificate is issued in accordance with this
Section 5.9, the date of the book entry shall be the relevant date for such
purposes.

       5.10   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 a
Consultant, then that participant's rights to any Options hereunder shall
automatically be forfeited, subject to a determination to the contrary by the
Committee.


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<PAGE>   11


       5.11   SUCCESSORS. This Plan shall be binding upon any and all successors
of the Company.

       5.12   ENGAGEMENT RIGHTS. Nothing in this Plan or in any Option Agreement
shall confer on any Consultant any right to continue as a Consultant of the
Company or any of its subsidiaries or shall interfere in any way with the right
of the Company or any of its subsidiaries to terminate such person's engagement
at any time.

       5.13   OTHER ACTIONS. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant
options for proper corporate purposes other than under the Plan with respect to
any employee or other person, firm, corporation or association.

       5.14   TAX TREATMENT AND CHARACTERIZATION. The Options granted hereunder
shall not be considered incentive stock options that qualify under Code Section
422.

       5.15   LEGEND. The Committee may require each person exercising an Option
to represent to and agree with the Company in writing that he or she is
acquiring the Option Shares without a view to distribution thereof. In addition
to any legend required by this Plan, the stock certificates representing such
Option Shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.

              All certificates for Option Shares 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 upon which the Common Stock is then listed, 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.

       5.16   UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
"unfunded plan for incentive compensation. With respect to any payment not yet
made to a participant in this Plan 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.

       5.17   LISTING AND OTHER CONDITIONS.

              (a)    If the Common Stock is listed on a national securities
exchange, the issuance of any shares of Common Stock upon exercise of an Option
shall be conditioned upon such shares being listed on such exchange. The Company
shall have no obligation to issue such shares unless and until such shares are
so listed, and the right to exercise any Option 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 upon exercise of an
Option is or may in the


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<PAGE>   12

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,
and the right to exercise any Option 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 5.17, any Option 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.

       5.18   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.

       5.19   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.

       5.20   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.


AS REVISED BY THE BOARD AT ITS MEETING HELD SEPTEMBER 10, 1998 - THE LAST
SENTENCE OF SECTION 4.1(d) AMENDED REGARDING DESIGNATION OF A BENEFICIARY AND
SUBSECTION (3) OF THE SECOND SENTENCE OF SECTION 4.1(h) AMENDED REGARDING
EXERCISE BY DESIGNATED BENEFICIARY.

AS AMENDED AND RESTATED BY THE BOARD AT ITS MEETING HELD OCTOBER 26, 2000 -
ADDING AND CLARIFYING THE DEFINITION "CHANGE OF CONTROL" TO SECTION 1.3(b) AND
REPLACING SECTION 4.1(e) TO PROVIDE AMENDED PROVISIONS REGARDING THE TREATMENT
OF OPTIONS IN THE EVENT OF A CHANGE OF CONTROL TRANSACTION.


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