Exhibit 10.1
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                             INSIGHTFUL CORPORATION
                              AMENDED AND RESTATED
                      2001 STOCK OPTION AND INCENTIVE PLAN

SECTION 1.     INTRODUCTION

The Company's Board of Directors originally adopted the Insightful Corporation
2001 Stock Option and Incentive Plan on April 5, 2001 (the "Adoption Date"), and
the Company's stockholders approved the Plan on June 7, 2001.  The Plan, as
amended and restated, was adopted by the Board of Directors on January 16, 2002
and is subject to stockholder approval. The Amended and Restated Insightful
Corporation 2001 Stock Option and Incentive Plan shall become effective on the
day following the approval of the amendment and restatement by the stockholders
(the "Effective Date").

The purpose of the Plan is to promote the long-term success of the Company and
to create stockholder value by offering Employees, Directors, Non-Employee
Directors or Consultants an opportunity to acquire a proprietary interest in the
success of the Company, or to increase such interest, and to encourage such
selected persons to continue to provide services to the Company and to attract
new individuals with outstanding qualifications.

The Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Stock, Stock Units, Stock Appreciation Rights and Options (which may
be Incentive Stock Options or Nonstatutory Stock Options).

The Plan shall be governed by, and construed in accordance with, the laws of the
State of Washington (except its choice-of-law provisions).  Capitalized terms
shall have the meaning provided in Section 2 unless otherwise provided in this
Plan or the applicable Stock Option Agreement, SAR Agreement, Stock Unit
Agreement or Restricted Stock Agreement.

SECTION 2.     DEFINITIONS

     (a)  "AFFILIATE" means any entity other than a Subsidiary, if the Company
     and/or one or more Subsidiaries own not less than 50% of such entity. For
     purposes of determining an individual's "Service," this definition shall
     include any entity other than a Subsidiary, if the Company, a Parent and/or
     one or more Subsidiaries own not less than 50% of such entity.

     (b)  "AWARD" means any award of an Option, SAR, Stock Unit or Restricted
     Stock under the Plan.

     (c)  "BOARD" means the Board of Directors of the Company, as constituted
     from time to time.

     (d)  "CHANGE IN CONTROL" except as may otherwise be provided in a Stock
     Option Agreement, SAR Agreement, Stock Unit Agreement or Restricted Stock
     Agreement, means any merger or consolidation of the Company into or with
     another corporation or other entity, or the sale, transfer or other
     disposition of all or substantially all of the assets or capital stock of
     the Company, or any reorganization, recapitalization or like transaction or
     series of related transactions having substantially equivalent effect and
     purpose, at the conclusion of which such merger, consolidation, sale,
     transfer, disposition, reorganization, recapitalization or like transaction
     the holders of the capital stock of the Company entitled to vote for the
     election of directors or similar governing body immediately prior to such
     transaction or series of related transactions own less than a majority of
     the capital stock entitled to vote for the election of directors or similar
     governing body of the acquiring entity or entity surviving or resulting
     from such transaction or series of related transactions immediately
     thereafter; provided that a merger effected exclusively for the purpose of
     changing the domicile of the Company shall not be deemed to constitute a
     "Change in Control."

     (e)  "CODE" means the Internal Revenue Code of 1986, as amended.


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     (f)  "COMMITTEE" means a committee consisting of one or more members of the
     Board that is appointed by the Board (as described in Section 3) to
     administer the Plan.

     (g)  "COMMON STOCK" means the Company's common stock.

     (h)  "COMPANY" means Insightful Corporation, a Delaware corporation.

     (i)  "CONSULTANT" means an individual who performs bona fide services to
     the Company, a Parent, a Subsidiary or an Affiliate other than as an
     Employee or Director or Non-Employee Director.

     (j)  "DIRECTOR" means a member of the Board who is also an Employee.

     (k)  "DISABILITY" means that the Key Employee is unable to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     which has lasted or can be expected to last for a continuous period of not
     less than 12 months.

     (l)  "EMPLOYEE" means any individual who is a common-law employee of the
     Company, a Parent, a Subsidiary or an Affiliate.

     (m)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (n)  "EXERCISE PRICE" means, in the case of an Option, the amount for which
     a Share may be purchased upon exercise of such Option, as specified in the
     applicable Stock Option Agreement. "Exercise Price," in the case of a SAR,
     means an amount, as specified in the applicable SAR Agreement, which is
     subtracted from the Fair Market Value of a Share in determining the amount
     payable upon exercise of such SAR.

     (o)  "FAIR MARKET VALUE" means the market price of Shares, determined by
     the Committee as follows:

               (i)  If the Shares were traded on a stock exchange on the date in
          question, then the Fair Market Value shall be equal to the last
          trading price reported by the applicable composite transactions report
          for such date; (ii) If the Shares were traded over-the-counter on the
          date in question and were classified as a national market issue, then
          the Fair Market Value shall be equal to the last trading price quoted
          by the NASDAQ system for such date;

               (iii) If the Shares were traded over-the-counter on the date in
          question but were not classified as a national market issue, then the
          Fair Market Value shall be equal to the mean between the last reported
          representative bid and asked prices quoted by the NASDAQ system for
          such date; and

               (iv) If none of the foregoing provisions is applicable, then the
          Fair Market Value shall be determined by the Committee in good faith
          on such basis as it deems appropriate.

          Whenever possible, the determination of Fair Market Value by the
          Committee shall be based on the prices reported in the Wall Street
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          Journal. Such determination shall be conclusive and binding on all
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          persons.

     (p)  "GRANT" means any grant of an Award under the Plan.

     (q)  "INCENTIVE STOCK OPTION" or "ISO" means an incentive stock option
     described in Code section 422(b).

     (r)  "KEY EMPLOYEE" means an Employee, Director, Non-Employee Director or
     Consultant who has been selected by the Committee to receive an Award under
     the Plan.

     (s)  "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
     Employee.

     (t)  "NONSTATUTORY STOCK OPTION" or "NSO" means a stock option that is not
     an ISO.


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     (u)  "OPTION" means an ISO or NSO granted under the Plan entitling the
     Optionee to purchase Shares.

     (v)  "OPTIONEE" means an individual, estate or other entity that holds an
     Option.

     (w)  "PARENT" means any entity described in Section 424(e) of the Code.

     (x)  "PARTICIPANT" means an individual or estate or other entity that holds
     an Award.

     (y)  "PLAN" means this Insightful Corporation Amended and Restated 2001
     Stock Option and Incentive Plan as it may be amended from time to time.

     (z)  "RESTRICTED STOCK" means a Share awarded under the Plan.

     (aa) "RESTRICTED STOCK AGREEMENT" means the agreement described in Section
     8 evidencing each Award of Restricted Stock.

     (bb) "SAR AGREEMENT" means the agreement described in Section 9 evidencing
     each Award of a Stock Appreciation Right.

     (cc) "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (dd) "SERVICE" means service as an Employee, Director, Non-Employee
     Director or Consultant.

     (ee) "SHARE" means one share of Common Stock.

     (ff) "STOCK APPRECIATION RIGHT" OR "SAR" means a stock appreciation right
     awarded under the Plan.

     (gg) "STOCK OPTION AGREEMENT" means the agreement described in Section 6
     evidencing each Grant of an Option.

     (hh) "STOCK UNIT" means a bookkeeping entry representing the equivalent of
     a Share, as awarded under the Plan.

     (ii) "STOCK UNIT AGREEMENT" means the agreement described in Section 8
     evidencing each Award of Stock Units.

     (jj) "SUBSIDIARY" means any entity described in Section 424(f) of the Code.

     (kk) "10-PERCENT SHAREHOLDER" means an individual who owns more than ten
     percent (10%) of the total combined voting power of all classes of
     outstanding stock of the Company, its Parent or any of its subsidiaries. In
     determining stock ownership, the attribution rules of section 424(d) of the
     Code shall be applied.

SECTION 3.     ADMINISTRATION

     (a)  COMMITTEE  COMPOSITION.  A  Committee  appointed  by  the  Board shall
     administer the Plan. The Board shall designate one of the members of the
     Committee as chairperson. If no Committee has been approved, the entire
     Board shall constitute the Committee. Members of the Committee shall serve
     for such period of time as the Board may determine and shall be subject to
     removal by the Board at any time. The Board may also at any time terminate
     the functions of the Committee and reassume all powers and authority
     previously delegated to the Committee.

With respect to officers or directors subject to Section 16 of the Exchange Act,
the Committee shall consist of those individuals who shall satisfy the
requirements of Rule 16b-3 (or its successor) under the Exchange Act with
respect to Awards granted to persons who are officers or directors of the
Company under Section 16 of the Exchange Act.  Notwithstanding the previous
sentence, failure of the Committee to satisfy the requirements of Rule 16b-3
shall not invalidate any Awards granted by such Committee.


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The Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not qualify under Rule
16b-3, who may administer the Plan with respect to Key Employees who are not
considered officers or directors of the Company under Section 16 of the Exchange
Act, may grant Awards under the Plan to such Key Employees and may determine all
terms of such Awards.

Notwithstanding the foregoing, the Board shall constitute the Committee and
shall administer the Plan with respect to all Awards granted to Non-Employee
Directors.

     (b)  AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan, the
     Committee shall have full authority and discretion to take any actions it
     deems necessary or advisable for the administration of the Plan. Such
     actions shall include:

               (i)  selecting Key Employees who are to receive Awards under the
          Plan;

               (ii) determining the type, number, vesting requirements and other
          features and conditions of such Awards;

               (iii) interpreting the Plan; and

               (iv) making all other decisions relating to the operation of the
          Plan.

The Committee may adopt such rules or guidelines, as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

     (c)  INDEMNIFICATION. Each member of the Committee, or of the Board, shall
     be indemnified and held harmless by the Company against and from (i) any
     loss, cost, liability, or expense that may be imposed upon or reasonably
     incurred by him or her in connection with or resulting from any claim,
     action, suit, or proceeding to which he or she may be a party or in which
     he or she may be involved by reason of any action taken or failure to act
     under the Plan or any Stock Option Agreement, SAR Agreement, Stock Unit
     Agreement or Restricted Stock Agreement, and (ii) from any and all amounts
     paid by him or her in settlement thereof, with the Company's approval, or
     paid by him or her in satisfaction of any judgment in any such claim,
     action, suit, or proceeding against him or her, provided he or she shall
     give the Company an opportunity, at its own expense, to handle and defend
     the same before he or she undertakes to handle and defend it on his or her
     own behalf. The foregoing right of indemnification shall not be exclusive
     of any other rights of indemnification to which such persons may be
     entitled under the Company's Certificate of Incorporation or Bylaws, by
     contract, as a matter of law, or otherwise, or under any power that the
     Company may have to indemnify them or hold them harmless.

     (d)  DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
     applicable law, the Committee may delegate to one or more executive
     officers of the Company the power to grant Awards and exercise such other
     powers under the Plan as the Committee may determine, provided that the
     Committee shall fix the maximum number of Awards to be granted and the
     maximum number of shares issuable to any one Participant pursuant to Awards
     granted by such executive officers.

SECTION 4.     ELIGIBILITY

     (a)  GENERAL RULES. Only Employees, Directors, Non-Employee Directors and
     Consultants shall be eligible for designation as Key Employees by the
     Committee.

     (b)  INCENTIVE STOCK OPTIONS. Only Key Employees who are common-law
     employees of the Company, a Parent or a Subsidiary shall be eligible for
     the grant of ISOs. In addition, a Key Employee who is a 10-Percent
     Shareholder shall not be eligible for the grant of an ISO unless the
     requirements set forth in section 422(c)(5) of the Code are satisfied.


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SECTION 5.     SHARES SUBJECT TO PLAN

     (a)  BASIC LIMITATION. The stock issuable under the Plan shall be
     authorized but unissued Shares or treasury Shares. The aggregate number of
     Shares reserved for Awards under the Plan shall not exceed one million
     (1,000,000) shares, subject to adjustment as set forth in this Plan.

     (b)  ANNUAL ADDITION. Beginning with the first fiscal year of the Company
     beginning after the Effective Date, on the first day of each fiscal year,
     Shares will be added to the Plan equal to the lesser of (i) one million
     (1,000,000) Shares, (ii) seven percent (7%) of the outstanding shares in
     the last day of the prior fiscal year, and (iii) such lesser number of
     Shares as may be determined by the Board in its sole discretion.

     (c)  ADDITION UPON ACQUISITION OR MERGER. In the event that the Company
     enters into any definitive agreement to purchase all or a substantial
     portion of the outstanding capital stock of another corporation or entity,
     Shares may be added to the Plan at the Board's discretion, provided that
     the number of Shares added does not exceed the lesser of (i) one million
     (1,000,000) Shares and (ii) seven percent (7%) of the outstanding Shares as
     of the last day of the prior fiscal year.

     (d)  ADDITIONAL SHARES. If Awards are forfeited or terminate for any other
     reason before being exercised, then the Shares underlying such Awards shall
     again become available for Awards under the Plan. If SARs are exercised,
     then only the number of Shares (if any) actually issued in settlement of
     such SARs shall reduce the number available under Section 5(a) and the
     balance shall again become available for Awards under the Plan.

     (e)  DIVIDEND EQUIVALENTS. Any dividend equivalents distributed under the
     Plan shall not be applied against the number of Shares available for Awards
     whether or not such dividend equivalents are converted into Stock Units.

     (f)  LIMITS ON OPTIONS AND SARS. No Key Employee shall receive Awards
     during any fiscal year covering in excess of 500,000 Shares.

SECTION 6.     TERMS AND CONDITIONS OF OPTIONS

     (a)  STOCK OPTION AGREEMENT. Each Grant under the Plan shall be evidenced
     by a Stock Option Agreement between the Optionee and the Company. Such
     Option shall be subject to all applicable terms and conditions of the Plan
     and may be subject to any other terms and conditions that are not
     inconsistent with the Plan and that the Committee deems appropriate for
     inclusion in a Stock Option Agreement. The provisions of the various Stock
     Option Agreements entered into under the Plan need not be identical. A
     Stock Option Agreement may provide that new Options will be granted
     automatically to the Optionee when he or she exercises the prior Options.
     The Stock Option Agreement shall also specify whether the Option is an ISO
     or an NSO.

     (b)  NUMBER OF SHARES. Each Stock Option Agreement shall specify the number
     of Shares that are subject to the Option and shall provide for the
     adjustment of such number in accordance with Section 10.

     (c)  EXERCISE PRICE. An Option's Exercise Price shall be established by the
     Committee and set forth in a Stock Option Agreement. The Exercise Price of
     an ISO shall not be less than 100% of the Fair Market Value (110% for
     10-Percent Shareholders) of a Share on the date of Grant.

     (d)  EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the
     date when all or any installment of the Option is to become exercisable.
     The Stock Option Agreement shall also specify the term of the Option;
     provided that the term of an ISO shall in no event exceed ten (10) years
     from the date of Grant. An ISO that is granted to a 10-Percent Shareholder
     shall have a maximum term of five (5) years. No Option can be exercised
     after the expiration date provided in the applicable Stock Option
     Agreement. A Stock Option Agreement may provide for accelerated
     exercisability in the event of the Optionee's death, disability or
     retirement or other events and may provide for expiration prior to the end
     of its term in the event of the termination of the Optionee's service. A
     Stock Option Agreement may permit an Optionee to exercise an Option before
     it is vested, subject to the Company's right of repurchase over any Shares
     acquired under the unvested portion of the Option (an "early exercise"),
     which right of repurchase shall lapse at the same rate the Option would


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     have vested had there been no early exercise. In no event shall the Company
     be required to issue fractional Shares upon the exercise of an Option.

     (e)  MODIFICATIONS OR ASSUMPTION OF OPTIONS. Within the limitations of the
     Plan, the Committee may modify, extend or assume outstanding options or may
     accept the cancellation of outstanding options (whether granted by the
     Company or by another issuer) in return for the grant of new Options for
     the same or a different number of Shares and at the same or a different
     Exercise Price. The foregoing notwithstanding, no modification of an Option
     shall, without the consent of the Optionee, alter or impair his or her
     rights or obligations under such Option.

     (f)  TRANSFERABILITY OF OPTIONS. Except as otherwise provided in the
     applicable Stock Option Agreement and then only to the extent permitted by
     applicable law, no Option shall be transferable by the Optionee other than
     by will or by the laws of descent and distribution. Except as otherwise
     provided in the applicable Stock Option Agreement, an Option may be
     exercised during the lifetime of the Optionee only or by the guardian or
     legal representative of the Optionee. No Option or interest therein may be
     assigned, pledged or hypothecated by the Optionee during his lifetime,
     whether by operation of law or otherwise, or be made subject to execution,
     attachment or similar process.

     (g)  NO RIGHTS AS STOCKHOLDER. An Optionee, or a transferee of an Optionee,
     shall have no rights as a stockholder with respect to any Common Stock
     covered by an Option until such person becomes entitled to receive such
     Common Stock by filing a notice of exercise and paying the Exercise Price
     pursuant to the terms of such Option.

     (h)  RESTRICTIONS ON TRANSFER. Any Shares issued upon exercise of an Option
     shall be subject to such rights of repurchase, rights of first refusal and
     other transfer restrictions as the Committee may determine. Such
     restrictions shall apply in addition to any restrictions that may apply to
     holders of Shares generally and shall also comply to the extent necessary
     with applicable law.

SECTION 7.     PAYMENT FOR OPTION SHARES

     (a)  GENERAL RULE. The entire Exercise Price of Shares issued upon exercise
     of Options shall be payable in cash at the time when such Shares are
     purchased, except as follows:

               (i)  In the case of an ISO granted under the Plan, payment shall
          be made only pursuant to the express provisions of the applicable
          Stock Option Agreement. The Stock Option Agreement may specify that
          payment may be made in any form(s) described in this Section 7.

               (ii) In the case of an NSO granted under the Plan, the Committee
          may in its discretion, at any time accept payment in any form(s)
          described in this Section 7.

     (b)  SURRENDER OF STOCK. To the extent that this Section 7(b) is
     applicable, payment for all or any part of the Exercise Price may be made
     with Shares which have already been owned by the Optionee for such duration
     as shall be specified by the Committee. Such Shares shall be valued at
     their Fair Market Value on the date when the new Shares are purchased under
     the Plan.

     (c)  PROMISSORY NOTE. To the extent that this Section 7(c) is applicable,
     payment for all or any part of the Exercise Price may be made with a
     full-recourse promissory note.

     (d)  OTHER FORMS OF PAYMENT. To the extent that this Section 7(d) is
     applicable, payment may be made in any other form that is consistent with
     applicable laws, regulations and rules.

SECTION 8.     TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK AND STOCK
               UNITS

     (a)  TIME, AMOUNT AND FORM OF AWARDS. Awards under this Section 8 may be
     granted in the form of Restricted Stock, in the form of Stock Units, or in
     any combination of both. Restricted Stock or Stock Units may also be


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     awarded in combination with NSOs or SARs, and such an Award may provide
     that the Restricted Stock or Stock Units will be forfeited in the event
     that the related NSOs or SARs are exercised.

     (b)  AGREEMENTS. Each Award of Restricted Stock or Stock Units under the
     Plan shall be evidenced by a Restricted Stock Agreement or Stock Unit
     Agreement between the Participant and the Company. Such Awards shall be
     subject to all applicable terms and conditions of the Plan and may be
     subject to any other terms and conditions that are not inconsistent with
     the Plan and that the Committee deems appropriate for inclusion in the
     applicable Agreement. The provisions of the various Agreements entered into
     under the Plan need not be identical.

     (c)  PAYMENT FOR RESTRICTED STOCK OR STOCK UNIT AWARDS. Restricted Stock or
     Stock Units may be issued with or without cash consideration under the
     Plan.

     (d)  FORM AND TIME OF SETTLEMENT OF STOCK UNITS. Settlement of vested Stock
     Units may be made in the form of (i) cash, (ii) Shares or (iii) any
     combination of both. The actual number of Stock Units eligible for
     settlement may be larger or smaller than the number included in the
     original Award, based on predetermined performance factors. Methods of
     converting Stock Units into cash may include (without limitation) a method
     based on the average Fair Market Value of Shares over a series of trading
     days. Vested Stock Units may be settled in a lump sum or in installments.
     The distribution may occur or commence when all vesting conditions
     applicable to the Stock Units have been satisfied or have lapsed, or it may
     be deferred to any later date. The amount of a deferred distribution may be
     increased by an interest factor or by dividend equivalents. Until an Award
     of Stock Units is settled, the number of such Stock Units shall be subject
     to adjustment pursuant to Section 10.

     (e)  VESTING CONDITIONS. Each Award of Restricted Stock or Stock Units
     shall become vested, in full or in installments, upon satisfaction of the
     conditions specified in the applicable Agreement. An Agreement may provide
     for accelerated vesting in the event of the Participant's death, Disability
     or retirement or other events.

     (f)  ASSIGNMENT OR TRANSFER OF RESTRICTED STOCK OR STOCK UNITS. Except as
     provided in Section 13, or in a Restricted Stock Agreement or Stock Unit
     Agreement, or as required by applicable law, a Restricted Stock or Stock
     Unit Award granted under the Plan shall not be anticipated, assigned,
     attached, garnished, optioned, transferred or made subject to any
     creditor's process, whether voluntarily, involuntarily or by operation of
     law. Any act in violation of this Section 8(f) shall be void. However, this
     Section 8(f) shall not preclude a Participant from designating a
     beneficiary who will receive any outstanding Restricted Stock or Stock Unit
     Awards in the event of the Participant's death, nor shall it preclude a
     transfer of Restricted Stock or Stock Unit Awards by will or by the laws of
     descent and distribution.

     (g)  DEATH OF STOCK UNITS RECIPIENT. Any Stock Unit Award that becomes
     payable after the Award recipient's death shall be distributed to the
     recipient's beneficiary or beneficiaries. Each recipient of a Stock Unit
     Award under the Plan shall designate one or more beneficiaries for this
     purpose by filing the prescribed form with the Company. A beneficiary
     designation may be changed by filing the prescribed form with the Company
     at any time before the recipient's death. If no beneficiary was designated
     or if no designated beneficiary survives the recipient, then any Stock Unit
     Award that becomes payable after the recipient's death shall be distributed
     to the recipient's estate.

     (h)  TRUSTS. Neither this Section 8 nor any other provision of the Plan
     shall preclude a Participant from transferring or assigning Restricted
     Stock to (a) the trustee of a trust that is revocable by such Participant
     alone, both at the time of the transfer or assignment and at all times
     thereafter prior to such Participant's death, or (b) the trustee of any
     other trust to the extent approved in advance by the Committee in writing.
     A transfer or assignment of Restricted Stock from such trustee to any
     person other than such Participant shall be permitted only to the extent
     approved in advance by the Committee in writing, and Restricted Stock held
     by such trustee shall be subject to all of the conditions and restrictions
     set forth in the Plan and in the applicable Restricted Stock Agreement, as
     if such trustee were a party to such Agreement.

     (i)  VOTING AND DIVIDEND RIGHTS. The holders of Restricted Stock awarded
     under the Plan shall have the same voting, dividend and other rights as the
     Company's other stockholders. A Restricted Stock Agreement, however, may
     require that the holders of Restricted Stock invest any cash dividends
     received in additional Restricted Stock. Such additional Restricted Stock


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     shall be subject to the same conditions and restrictions as the Award with
     respect to which the dividends were paid. Such additional Restricted Stock
     shall not reduce the number of Shares available under Section 5.

     (j)  STOCK UNIT VOTING AND DIVIDEND RIGHTS. The holders of Stock Units
     shall have no voting rights. Prior to settlement or forfeiture, any Stock
     Unit awarded under the Plan may, at the Committee's discretion, carry with
     it a right to dividend equivalents. Such right entitles the holder to be
     credited with an amount equal to all cash dividends paid on one Share while
     the Stock Unit is outstanding. Dividend equivalents may be converted into
     additional Stock Units. Settlement of dividend equivalents may be made in
     the form of cash, in the form of Shares, or in a combination of both. Prior
     to distribution, any dividend equivalents which are not paid shall be
     subject to the same conditions and restrictions as the Stock Units to which
     they attach.

     (k)  CREDITORS' RIGHTS. A holder of Stock Units shall have no rights other
     than those of a general creditor of the Company. Stock Units represent an
     unfunded and unsecured obligation of the Company, subject to the terms and
     conditions of the applicable Stock Unit Agreement.

SECTION 9.     TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

     (a)  SAR AGREEMENT. Each Award of a SAR under the Plan shall be evidenced
     by a SAR Agreement between the Optionee and the Company. Such SAR shall be
     subject to all applicable terms of the Plan and may be subject to any other
     terms that are not inconsistent with the Plan. The provisions of the
     various SAR Agreements entered into under the Plan need not be identical.
     SARs may be granted in consideration of a reduction in the Optionee's other
     compensation.

     (b)  NUMBER OF SHARES. Each SAR Agreement shall specify the number of
     Shares to which the SAR pertains and shall provide for the adjustment of
     such number in accordance with Section 10.

     (c)  EXERCISE PRICE. Each SAR Agreement shall specify the Exercise Price. A
     SAR Agreement may specify an Exercise Price that varies in accordance with
     a predetermined formula while the SAR is outstanding.

     (d)  EXERCISABILITY AND TERM. Each SAR Agreement shall specify the date
     when all or any installment of the SAR is to become exercisable. The SAR
     Agreement shall also specify the term of the SAR. A SAR Agreement may
     provide for accelerated exercisability in the event of the Optionee's
     death, Disability or retirement or other events and may provide for
     expiration prior to the end of its term in the event of the termination of
     the Optionee's Service. SARs may also be awarded in combination with
     Options, Restricted Stock or Stock Units, and such an Award may provide
     that the SARs will not be exercisable unless the related Options,
     Restricted Stock or Stock Units are forfeited. A SAR may be included in an
     ISO only at the time of Grant but may be included in an NSO at the time of
     Grant or at any subsequent time, but not later than six months before the
     expiration of such NSO. A SAR granted under the Plan may provide that it
     will be exercisable only in the event of a Change in Control.

     (e)  EXERCISE OF SARS. If, on the date when a SAR expires, the Exercise
     Price under such SAR is less than the Fair Market Value on such date but
     any portion of such SAR has not been exercised or surrendered, then such
     SAR shall automatically be deemed to be exercised as of such date with
     respect to such portion. Upon exercise of a SAR, the Optionee (or any
     person having the right to exercise the SAR after his or her death) shall
     receive from the Company (i) Shares, (ii) cash or (iii) a combination of
     Shares and cash, as the Committee shall determine. The amount of cash
     and/or the Fair Market Value of Shares received upon exercise of SARs
     shall, in the aggregate, be equal to the amount by which the Fair Market
     Value (on the date of surrender) of the Shares subject to the SARs exceeds
     the Exercise Price.

     (f)  MODIFICATION OR ASSUMPTION OF SARS. Within the limitations of the
     Plan, the Committee may modify, extend or assume outstanding SARs or may
     accept the cancellation of outstanding SARs (whether granted by the Company
     or by another issuer) in return for the grant of new SARs for the same or a
     different number of Shares and at the same or a different Exercise Price.
     The foregoing notwithstanding, no modification of a SAR shall, without the
     consent of the Optionee, alter or impair his or her rights or obligations
     under such SAR.


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SECTION 10.    PROTECTION AGAINST DILUTION.

     (a)  ADJUSTMENTS. In the event of a subdivision of the outstanding Shares,
     a declaration of a dividend payable in Shares, a declaration of a dividend
     payable in a form other than Shares in an amount that has a material effect
     on the price of Shares, a combination or consolidation of the outstanding
     Shares (by reclassification or otherwise) into a lesser number of Shares, a
     recapitalization, reorganization, merger, liquidation, spin-off or a
     similar occurrence, the Committee shall make such adjustments as it, in its
     reasonable discretion, deems appropriate in order to prevent the dilution
     or enlargement of rights hereunder in one or more of:

               (i)  the number of Shares available for future Awards and the per
          person Share limits under Section 5;

               (ii) the number of Shares covered by each outstanding Award; or

               (iii) the Exercise Price under each outstanding SAR or Option.

     (b)  PARTICIPANT RIGHTS. Except as provided in this Section 10, a
     Participant shall have no rights by reason of any issue by the Company of
     stock of any class or securities convertible into stock of any class, any
     subdivision or consolidation of shares of stock of any class, the payment
     of any stock dividend or any other increase or decrease in the number of
     shares of stock of any class.

SECTION 11.    EFFECT OF A CHANGE IN CONTROL

     (a)  MERGER OR REORGANIZATION. In the event that the Company is a party to
     a merger or other reorganization, outstanding Awards shall be subject to
     the agreement of merger or reorganization. Such agreement may provide,
     without limitation, for the assumption of outstanding Awards by the
     surviving corporation or its parent, for their continuation by the Company
     (if the Company is a surviving corporation), for accelerated vesting or for
     their cancellation with or without consideration, in all cases without the
     consent of the Optionee.

     (b)  ACCELERATION. Except as otherwise provided in the applicable agreement
     governing the Award, in the event that a Change in Control occurs with
     respect to the Company and the applicable agreement of merger or
     reorganization provides for assumption or continuation of Awards pursuant
     to Section 11(a), or the Awards otherwise continue, no acceleration of
     vesting shall occur. In the event that a Change in Control occurs with
     respect to the Company and there is no assumption or continuation of
     Awards, all Awards shall vest and become immediately exercisable. If any
     such accelerated Award is subject to repurchase provisions, such repurchase
     provisions shall lapse upon such acceleration.

SECTION 12.     LIMITATIONS ON RIGHTS.

     (a)  RETENTION RIGHTS. Neither the Plan nor any Award granted under the
     Plan shall be deemed to give any individual a right to remain an employee,
     consultant or director of the Company, a Parent, a Subsidiary or an
     Affiliate. The Company and its Parents and Subsidiaries and Affiliates
     reserve the right to terminate the Service of any person at any time, and
     for any reason, subject to applicable laws, the Company's Certificate of
     Incorporation and Bylaws and a written employment agreement (if any).

     (b)  STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights,
     voting rights or other rights as a stockholder with respect to any Shares
     covered by his or her Award prior to the issuance of a stock certificate
     for such Shares. No adjustment shall be made for cash dividends or other
     rights for which the record date is prior to the date when such certificate
     is issued, except as expressly provided in Section 10.

     (c)  REGULATORY REQUIREMENTS. Any other provision of the Plan
     notwithstanding, the obligation of the Company to issue Shares under the
     Plan shall be subject to all applicable laws, rules and regulations and
     such approval by any regulatory body as may be required. The Company
     reserves the right to restrict, in whole or in part, the delivery of Shares
     pursuant to any Award prior to the satisfaction of all legal requirements
     relating to the issuance of such Shares, to their registration,
     qualification or listing or to an exemption from registration,
     qualification or listing.


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SECTION 13.     WITHHOLDING TAXES

     (a)  GENERAL. A Participant shall make arrangements satisfactory to the
     Company for the satisfaction of any withholding tax obligations that arise
     in connection with his or her Award. The Company shall not be required to
     issue any Shares or make any cash payment under the Plan until such
     obligations are satisfied.

     (b)  SHARE WITHHOLDING. If a public market for the Company's Shares exists,
     the Committee may permit a Participant to satisfy all or part of his or her
     withholding or income tax obligations by having the Company withhold all or
     a portion of any Shares that otherwise would be issued to him or her or by
     surrendering all or a portion of any Shares that he or she previously
     acquired. Such Shares shall be valued at their Fair Market Value on the
     date when taxes otherwise would be withheld in cash. Any payment of taxes
     by assigning Shares to the Company may be subject to restrictions,
     including, but not limited to, any restrictions required by rules of the
     Securities and Exchange Commission.

SECTION 14.     DURATION AND AMENDMENTS

     (a)  TERM OF THE PLAN. The Plan, as amended and restated, shall become
     effective on the date on which it is approved by the stockholders. In the
     event that the stockholders fail to approve the Plan, as amended and
     restated, within twelve (12) months after its adoption by the Board, this
     amendment and restatement shall be null and void and the Plan as in effect
     prior to this amendment shall continue to be effective. No Awards shall be
     granted under the Plan after the completion of ten years from the Adoption
     Date, but Awards previously granted may extend beyond that date.
     Notwithstanding anything in this Plan to the contrary, the provisions of
     this Plan as in effect immediately prior to the Effective Date shall govern
     any Award granted prior to the effective date of the amendment and
     restatement.

     (b)  RIGHT TO AMEND OR TERMINATE THE PLAN. The Board may amend or terminate
     the Plan at any time and for any reason. The termination of the Plan, or
     any amendment thereof, shall not affect any Award previously granted under
     the Plan. No Awards shall be granted under the Plan after the Plan's
     termination. An amendment of the Plan shall be subject to the approval of
     the Company's stockholders only to the extent required by applicable laws,
     regulations or rules.

     (c)  AMENDMENT OF AWARDS.

               (i)  The Committee may amend, modify or terminate any outstanding
          Award including, but not limited to, substituting therefor another
          Award of the same or a different type, changing the date of exercise
          or realization, and converting an ISO to an NSO. The Participant's
          consent to such action shall be required unless the Committee
          determines that the action, taking into account any related action,
          would not materially and adversely affect the Participant.

               (ii) Notwithstanding the foregoing, a Participant's consent shall
          not be required if (A) the Company proposes to engage in an
          acquisition intended to be accounted for as a pooling-of-interests,
          and (B) in the event that the provisions of this Plan or of any
          agreement governing an Award hereunder, or any actions of the
          Committee taken in connection with such acquisition, are determined by
          the Company's or the acquiring company's independent public
          accountants to cause such acquisition to fail to be accounted for as a
          pooling-of-interests. If this Section 14(c)(ii) is applicable, then
          such provisions or actions shall be amended or rescinded by the
          Committee, without the consent of any Participant, to be consistent
          with pooling-of-interests accounting treatment for such acquisition.

SECTION 15.    EXECUTION

To record the adoption of the Plan by the Board, the Company has caused its duly
authorized officer to execute this Plan on behalf of the Company.


                                      Adopted by the Board of Directors on:
                                                January 16, 2002

                                        Approved by the stockholders on:
                                                 April 17, 2002


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