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                                                                   EXHIBIT 10.14


                                   AVETA INC.

                            -------------------------

                            2005 STOCK INCENTIVE PLAN

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                                   ARTICLE I

                                    PURPOSE

     The purpose of the Plan is to enhance the profitability and value of the
Company for the benefit of its stockholders by enabling the Company to offer
Eligible Employees, Consultants and Non-Employee Directors stock-based
incentives in the Company to attract, retain and reward such individuals and
strengthen the mutuality of interests between such individuals and the Company's
stockholders.

                                   ARTICLE II

                                   DEFINITIONS

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

     2.1 "ACQUISITION EVENT" means a merger or consolidation in which the
Company is not the surviving entity, any transaction that results in the
acquisition of all or substantially all of the Company's outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company's assets.

     2.2 "AFFILIATE" means each of the following: (a) any Subsidiary; (b) any
Parent; (c) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) that is directly or indirectly
controlled 50% or more (whether by ownership of stock, assets or an equivalent
ownership interest or voting interest) by the Company or one of its Affiliates;
and (d) any other entity in which the Company or any of its Affiliates has a
material equity interest and that is designated as an "Affiliate" by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes "service recipient" stock for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the Code.

     2.3 "AWARD" means any award under the Plan of any Stock Option, Stock
Appreciation Right, Restricted Stock, Performance Share or Other Stock-Based
Award. All Awards shall be granted by, confirmed by, and subject to the terms
of, a written agreement executed by the Company and the Participant.

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


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     2.5 "CAUSE" means with respect to a Participant's Termination of Employment
or Termination of Consultancy, the following: (a) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define "cause" (or words of like import)), termination
due to: (i) a Participant's indictment for a felony; (ii) perpetration by a
Participant of an illegal act, dishonesty, or fraud that could cause significant
economic injury to the Company; (iii) a Participant's insubordination, refusal
to perform his or her duties or responsibilities for any reason other than
illness or incapacity or materially unsatisfactory performance of his or her
duties for the Company; (iv) continuing willful and deliberate failure by the
Participant to perform the Participant's duties in any material respect,
provided that the Participant is given notice and an opportunity to effectuate a
cure as determined by the Committee; or (v) a Participant's willful misconduct
with regard to the Company that could have a material adverse effect on the
Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines "cause" (or words of like import), "cause" as defined under
such agreement; provided, however, that with regard to any agreement under which
the definition of "cause" only applies on occurrence of a change in control,
such definition of "cause" shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect
to a Participant's Termination of Directorship, "cause" means an act or failure
to act that constitutes cause for removal of a director under applicable
Delaware law.

     2.6 "CHANGE IN CONTROL" has the meaning set forth in Section 11.2.

     2.7 "CHANGE IN CONTROL PRICE" has the meaning set forth in Section 11.1.

     2.8 "CODE" means the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision and any Treasury Regulation promulgated thereunder.

     2.9 "COMMITTEE" means: (a) with respect to the application of this Plan to
Eligible Employees and Consultants, a committee or subcommittee of the Board
appointed from time to time by the Board, except that on or after the
Registration Date, the Committee shall be a committee or subcommittee consisting
of two or more non-employee directors, each of whom is intended to be, to the
extent required, (i) a "non-employee director" as defined in Rule 16b-3; (ii) an
"outside director" as defined under Section 162(m) of the Code; and (iii) an
"independent director" as defined under any applicable stock exchange rule; and
(b) with respect to the application of this Plan to Non-Employee Directors, the
Board. To the extent that no Committee exists that has the authority to
administer this Plan, the functions of the Committee shall be exercised by the
Board. If for any reason the appointed Committee does not, following the
Registration Date, meet the requirements of Rule 16b-3 or Section 162(m) of the
Code, such noncompliance shall not affect the validity of Awards, grants,
interpretations or other actions of the Committee.

     2.10 "COMMON STOCK" means the Common Stock, $0.001 par value per share, of
the Company.


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     2.11 "COMPANY" means Aveta Inc., a Delaware corporation, and its successors
by operation of law.

     2.12 "CONSULTANT" means any natural person who provides bona fide
consulting or advisory services to the Company or its Affiliates pursuant to a
written agreement, which services are not in connection with the offer and sale
of securities in a capital raising transaction.

     2.13 "DETRIMENTAL ACTIVITY" means: (a) the disclosure to anyone outside the
Company or its Affiliates, or the use in any manner other than in the
furtherance of the Company's or its Affiliate's business, without written
authorization from the General Counsel or the Chief Executive Officer of the
Company, of any confidential information or proprietary information, relating to
the business of the Company or its Affiliates that is acquired by a Participant
prior to the Participant's Termination; (b) activity while employed or
performing services that results, or if known could result, in the Participant's
Termination that is classified by the Company as a termination for Cause; (c)
the Participant's Disparagement, or inducement of others to do so, of the
Company or its Affiliates or their past and present officers, directors,
employees or products; or (d) breach of any agreement between the Participant
and the Company or an Affiliate (including, without limitation, any employment
agreement or noncompetition or nonsolicitation agreement).

     2.14 "DISABILITY" means with respect to a Participant's Termination, a
permanent and total disability as defined in Section 22(e)(3) of the Code. A
Disability shall only be deemed to occur at the time of the determination by the
Committee of the Disability. Notwithstanding the foregoing, for Awards that are
subject to Section 409A of the Code, Disability shall mean that a Participant is
disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

     2.15 "DISPARAGEMENT" means making comments or statements to the press, the
Company's or its Affiliates' employees, consultants or any individual or entity
with whom the Company or its Affiliates has a business relationship that could
reasonably be expected to adversely affect in any manner: (a) the conduct of the
business of the Company or its Affiliates (including, without limitation, any
products or business plans or prospects); or (b) the business reputation of the
Company or its Affiliates, or any of their products, or their past or present
officers, directors or employees.

     2.16 "EFFECTIVE DATE" means the effective date of the Plan as defined in
Article XV.

     2.17 "ELIGIBLE EMPLOYEES" means each employee of the Company or an
Affiliate.

     2.18 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
Any references to any section of the Exchange Act shall also be a reference to
any successor provision.

     2.19 "FAIR MARKET VALUE" means, unless otherwise required by any applicable
provision of the Code or any regulations issued thereunder, as of any date and
except as provided below, the last sales price reported for the Common Stock on
the applicable date: (a) as reported on the principal national securities
exchange in the United States on which it is then traded; or (b) if not traded
on any such national securities exchange, as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers, Inc. or if
the Common Stock


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shall not have been reported or quoted on such date, on the first day prior
thereto on which the Common Stock was reported or quoted. For purposes of the
grant of any Award, the applicable date shall be the trading day immediately
prior to the date on which the Award is granted. For purposes of the exercise of
any Award, the applicable date shall be the date a notice of exercise is
received by the Committee or, if not a day on which the applicable market is
open, the next day that it is open.

     2.20 "FAMILY MEMBER" means "family member" as defined in Section A.1.(5) of
the general instructions of Form S-8.

     2.21 "INCENTIVE STOCK OPTION" means any Stock Option awarded to an Eligible
Employee of the Company, its Subsidiaries and its Parent (if any) under the Plan
intended to be and designated as an "Incentive Stock Option" within the meaning
of Section 422 of the Code.

     2.22 "LISTING DATE" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.

     2.23 "NON-EMPLOYEE DIRECTOR" means a "non-employee director" of the Company
within the meaning of Rule 16b-3.

     2.24 "NON-QUALIFIED STOCK OPTION" means any Stock Option awarded under the
Plan that is not an Incentive Stock Option.

     2.25 "OTHER STOCK-BASED AWARD" means an Award under Article X of the Plan
that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, an Award valued
by reference to an Affiliate.

     2.26 "PARENT" means any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

     2.27 "PARTICIPANT" means an Eligible Employee, Non-Employee Director or
Consultant to whom an Award has been granted pursuant to the Plan.

     2.28 "PERFORMANCE PERIOD" has the meaning set forth in Section 9.1.

     2.29 "PERFORMANCE SHARE" means an Award made pursuant to Article IX of the
Plan of the right to receive Common Stock or cash of an equivalent value at the
end of a specified Performance Period.

     2.30 "PERSON" means any individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint-stock company, trust,
incorporated organization, governmental or regulatory or other entity.


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     2.31 "PLAN" means this Aveta Inc. 2005 Stock Incentive Plan, as amended
from time to time.

     2.32 "REFERENCE STOCK OPTION" has the meaning set forth in Section 7.1.

     2.33 "REGISTRATION DATE" means the first date (a) on which the Company
sells its Common Stock in a bona fide, firm commitment underwriting pursuant to
a registration statement under the Securities Act, or (b) any class of common
equity securities of the Company is required to be registered under Section 12
of the Exchange Act.

     2.34 "RESTRICTED STOCK" means an Award of shares of Common Stock under the
Plan that is subject to restrictions under Article VIII.

     2.35 "RESTRICTION PERIOD" has the meaning set forth in Subsection 8.3(a).

     2.36 "RETIREMENT" means a voluntary Termination of Employment at or after
age 65 or such earlier date after age 50 as may be approved by the Committee, in
its sole discretion at the time of grant or thereafter (provided that the
exercise of such discretion does not make the applicable Award subject to
Section 409A of the Code), except that Retirement shall not include any
Termination with or without Cause. With respect to a Participant's Termination
of Directorship, Retirement means the failure to stand for reelection or the
failure to be reelected on or after a Participant has attained age 65 or, with
the consent of the Board, before age 65 but after age 50.

     2.37 "RULE 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act
as then in effect or any successor provision.

     2.38 "SECTION 162(m) OF THE CODE" means the exception for performance-based
compensation under Section 162(m) of the Code and any applicable Treasury
regulations thereunder.

     2.39 "SECTION 409A OF THE CODE" means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.

     2.40 "SECURITIES ACT" means the Securities Act of 1933, as amended and all
rules and regulations promulgated thereunder. Any reference to any section of
the Securities Act shall also be a reference to any successor provision.

     2.41 "STOCK APPRECIATION RIGHT" means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for a number of shares of Common Stock equal to the difference between
(a) the Fair Market Value on the date such Stock Option (or such portion
thereof) is surrendered, of the Common Stock covered by such Stock Option (or
such portion thereof), and (b) the aggregate exercise price of such Stock Option
(or such portion thereof). A Non-Tandem Stock Appreciation Right shall mean the
right to receive a number of shares of Common Stock equal to the difference
between (i) the Fair Market Value of a share of Common Stock on the date such
right is exercised, and (ii) the aggregate exercise price of such right,
otherwise than on surrender of a Stock Option.


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     2.42 "STOCK OPTION" or "OPTION" means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI.

     2.43 "SUBSIDIARY" means any subsidiary corporation of the Company within
the meaning of Section 424(f) of the Code.

     2.44 "TEN PERCENT STOCKHOLDER" means a person owning stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.

     2.45 "TERMINATION" means a Termination of Consultancy, Termination of
Directorship or Termination of Employment, as applicable.

     2.46 "TERMINATION OF CONSULTANCY" means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity that is retaining a Participant as a Consultant ceases to be an Affiliate
unless the Participant otherwise is, or thereupon becomes, a Consultant to the
Company or another Affiliate at the time the entity ceases to be an Affiliate.
In the event that a Consultant becomes an Eligible Employee or a Non-Employee
Director upon the termination of his or her consultancy, unless otherwise
determined by the Committee, in its sole discretion, no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.

     2.47 "TERMINATION OF DIRECTORSHIP" means that the Non-Employee Director has
ceased to be a director of the Company; except that if a Non-Employee Director
becomes an Eligible Employee or a Consultant upon the termination of his or her
directorship, his or her ceasing to be a director of the Company shall not be
treated as a Termination of Directorship unless and until the Participant has a
Termination of Employment or Termination of Consultancy, as the case may be.

     2.48 "TERMINATION OF EMPLOYMENT" means: (a) a termination of employment
(for reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company and its Affiliates; or (b) when an
entity that is employing a Participant ceases to be an Affiliate, unless the
Participant otherwise is, or thereupon becomes, employed by the Company or
another Affiliate at the time the entity ceases to be an Affiliate. In the event
that an Eligible Employee becomes a Consultant or a Non-Employee Director upon
the termination of his or her employment, unless otherwise determined by the
Committee, in its sole discretion, no Termination of Employment shall be deemed
to occur until such time as such Eligible Employee is no longer an Eligible
Employee, a Consultant or a Non-Employee Director. Notwithstanding the
foregoing, the Committee may, in its sole discretion, otherwise define
Termination of Employment in the Award agreement or, if no rights of a
Participant are reduced, may otherwise define Termination of Employment
thereafter.


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     2.49 "TRANSFER" means: (a) when used as a noun, any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition (including the issuance of equity in a Person), whether for value or
no value and whether voluntary or involuntary (including by operation of law);
and (b) when used as a verb, to directly or indirectly transfer, sell, assign,
pledge, encumber, charge, hypothecate or otherwise dispose of (including the
issuance of equity in a Person) whether for value or for no value and whether
voluntarily or involuntarily (including by operation of law). "Transferred" and
"Transferable" shall have a correlative meaning.

     2.50 "TRANSITION PERIOD" means the "reliance period" under Treasury
Regulation Section 1.162-27(f)(2), that ends on the earliest to occur of the
following: (a) the date of the first annual meeting of stockholders of the
Company at which directors are to be elected that occurs after the close of the
third calendar year following the calendar year in which the Registration Date
occurs; (b) the date the Plan is materially amended for purposes of Treasury
Regulation Section 1.162-27(h)(1)(iii); or (c) the date all shares of Common
Stock available for issuance under the Plan have been allocated.

                                  ARTICLE III

                                 ADMINISTRATION

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

     3.2 GRANTS OF AWARDS. The Committee shall have full authority to grant,
pursuant to the terms of the Plan, to Eligible Employees, Consultants and
Non-Employee Directors: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, (iv) Performance Shares; and (v) Other Stock-Based Awards. In
particular, the Committee shall have the authority:

          (a)  to select the Eligible Employees, Consultants and Non-Employee
               Directors to whom Awards may from time to time be granted
               hereunder;

          (b)  to determine whether and to what extent Awards, or any
               combination thereof, are to be granted hereunder to one or more
               Eligible Employees, Consultants or Non-Employee Directors;

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

          (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 exercise or purchase price (if any), any
               restriction or limitation, any vesting schedule or acceleration
               thereof, or any forfeiture restrictions or waiver thereof,
               regarding any Award and the shares of Common Stock relating
               thereto, based on such factors, if any, as the Committee shall
               determine, in its sole discretion);


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          (e)  to determine whether, to what extent and under what circumstances
               grants of Options and other Awards under the Plan are to operate
               on a tandem basis and/or in conjunction with or apart from other
               awards made by the Company outside of the Plan;

          (f)  to determine whether and under what circumstances a Stock Option
               may be settled in cash, Common Stock and/or Restricted Stock
               under Section 6.3(d);

          (g)  to determine whether, to what extent and under what circumstances
               Common Stock and other amounts payable with respect to an Award
               under the Plan shall be deferred either automatically or at the
               election of the Participant in any case, subject to, and in
               accordance with, Section 409A of the Code;

          (h)  to determine whether a Stock Option is an Incentive Stock Option
               or Non-Qualified Stock Option;

          (i)  to determine whether to require a Participant, as a condition of
               the granting of any Award, to not sell or otherwise dispose of
               shares acquired pursuant to the exercise of an Award for a period
               of time as determined by the Committee, in its sole discretion,
               following the date of the acquisition of such Award; and

          (j)  to offer to buy out an Award previously granted, based on such
               terms and conditions as the Committee shall establish and
               communicate to the Participant at the time such offer is made.

     3.3 GUIDELINES. Subject to Article XII hereof, the Committee shall, in its
sole discretion, have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform
all acts, including the delegation of its responsibilities (to the extent
permitted by applicable law and applicable stock exchange rules), as it shall,
from time to time, deem advisable; to construe and interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan.
The Committee may, in its sole discretion, correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any agreement relating
thereto in the manner and to the extent it shall deem necessary to effectuate
the purpose and intent of the Plan. The Committee may, in its sole discretion,
adopt special guidelines and provisions for persons who are residing in or
employed in, or subject to, the taxes of, any domestic or foreign jurisdictions
to comply with applicable tax and securities laws of such domestic or foreign
jurisdictions. This Plan is intended to comply with the applicable requirements
of Rule 16b-3 and, subject to Section 14.21, with respect to Awards intended to
be "performance based," the applicable provisions of Section 162(m) of the Code,
and the Plan shall be limited, construed and interpreted in a manner so as to
comply therewith.

     3.4 DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board or the
Committee (or any of its


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members) arising out of or in connection with the Plan shall be within the
absolute discretion of all and each of them, as the case may be, and shall be
final, binding and conclusive on the Company and all employees and Participants
and their respective heirs, executors, administrators, successors and assigns.

     3.5 PROCEDURES. If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as it
shall deem advisable, including, without limitation, by telephone conference or
by written consent to the extent permitted by applicable law. A majority of the
Committee members shall constitute a quorum. All determinations of the Committee
shall be made by a majority of its members. Any decision or determination
reduced to writing and signed by all the Committee members in accordance with
the By-Laws of the Company, shall be fully effective as if it had been made by a
vote at a meeting duly called and held. The Committee shall keep minutes of its
meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.

     3.6 DESIGNATION OF CONSULTANTS/LIABILITY.

          (a)  The Committee may, in its sole discretion, designate employees of
               the Company and professional advisors to assist the Committee in
               the administration of the Plan and (to the extent permitted by
               applicable law and applicable exchange rules) may grant authority
               to officers to grant Awards and/or execute agreements or other
               documents on behalf of the Committee.

          (b)  The Committee may, in its sole discretion, employ such legal
               counsel, consultants and agents as it may deem desirable for the
               administration of the Plan and may rely upon any opinion received
               from any such counsel or consultant and any computation received
               from any such consultant or agent. Expenses incurred by the
               Committee or the Board in the engagement of any such counsel,
               consultant or agent shall be paid by the Company. The Committee,
               its members and any person designated pursuant to sub-section (a)
               above shall not be liable for any action or determination made in
               good faith with respect to the Plan. To the maximum extent
               permitted by applicable law, no officer of the Company or member
               or former member of the Committee or of the Board shall be liable
               for any action or determination made in good faith with respect
               to the Plan or any Award granted under it.

     3.7 INDEMNIFICATION. To the maximum extent permitted by applicable law and
the Certificate of Incorporation and By-Laws of the Company and to the extent
not covered by insurance directly insuring such person, each officer or employee
of the Company or any Affiliate and member or former member of the Committee or
the Board shall be indemnified and held harmless by the Company against any cost
or expense (including reasonable fees of counsel reasonably acceptable to the
Committee) or liability (including any sum paid in settlement of a claim with
the approval of the Committee), and advanced amounts necessary to pay the
foregoing at the earliest time and to the fullest extent permitted, arising out
of any act or


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omission to act in connection with the administration of the Plan, except to the
extent arising out of such officer's, employee's, member's or former member's
fraud. Such indemnification shall be in addition to any rights of
indemnification the officers, employees, directors or members or former
officers, directors or members may have under applicable law or under the
Certificate of Incorporation or By-Laws of the Company or any Affiliate.
Notwithstanding anything else herein, this indemnification will not apply to the
actions or determinations made by an individual with regard to Awards granted to
him or her under the Plan.

                                   ARTICLE IV

                                SHARE LIMITATION

     4.1 SHARES.

          (a)  General Limitations. The aggregate number of shares of Common
               Stock that may be issued or used for reference purposes or with
               respect to which Awards may be granted under the Plan shall not
               exceed 5,800,000 shares (subject to any increase or decrease
               pursuant to Section 4.2), which may be either authorized and
               unissued Common Stock or Common Stock held in or acquired for the
               treasury of the Company or both. If any Option, Stock
               Appreciation Right or Other Stock-Based Awards granted under the
               Plan expires, terminates or is canceled for any reason without
               having been exercised in full, the number of shares of Common
               Stock underlying any unexercised Award shall again be available
               for the purpose of Awards under the Plan. If any shares of
               Restricted Stock, Performance Shares or Other Stock-Based Awards
               denominated in shares of Common Stock awarded under the Plan to a
               Participant are forfeited for any reason, the number of forfeited
               shares of Restricted Stock, Performance Shares or Other
               Stock-Based Awards denominated in shares of Common Stock shall
               again be available for the purposes of Awards under the Plan, as
               provided in this Section 4.1(a). If a Tandem Stock Appreciation
               Right or a Limited Stock Appreciation Right is granted in tandem
               with an Option, such grant shall only apply once against the
               maximum number of shares of Common Stock that may be issued under
               the Plan. In addition, other than with respect to Incentive Stock
               Options, in determining the number of shares of Common Stock
               available for Awards, if Common Stock has been delivered or
               exchanged by a Participant as full or partial payment to the
               Company for payment of the exercise price, or for payment of
               withholding taxes, or if the number shares of Common Stock
               otherwise deliverable has been reduced for payment of the
               exercise price or for payment of withholding taxes, the number of
               shares of Common Stock exchanged as payment in connection with
               the exercise or for withholding or reduced shall again be
               available for purpose of Awards under the Plan.

          (b)  Individual Participant Limitations. Subject to Section 14.21:


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                    (i) The maximum number of shares of Common Stock subject to
               any Award of Stock Options, Stock Appreciation Rights or shares
               of Restricted Stock for which the grant of such Award or the
               lapse of the relevant Restriction Period is subject to the
               attainment of Performance Goals in accordance with Section
               8.3(a)(ii) herein which may be granted under this Plan during any
               fiscal year of the Company to each Participant shall be 1,200,000
               shares per type of Award (which shall be subject to any further
               increase or decrease pursuant to Section 4.2), provided that the
               maximum number of shares of Common Stock for all types of Awards
               does not exceed 1,200,000 (which shall be subject to any further
               increase or decrease pursuant to Section 4.2) during any fiscal
               year of the Company. If a Tandem Stock Appreciation Right is
               granted or a Limited Stock Appreciation Right is granted in
               tandem with a Stock Option, it shall apply against the
               Participant's individual share limitations for both Stock
               Appreciation Rights and Stock Options.

                    (ii) There are no annual individual Non-Employee Director,
               Eligible Employee or Consultant share limitations on Restricted
               Stock for which the grant of such Award or the lapse of the
               relevant Restriction Period is not subject to attainment of
               Performance Goals in accordance with Section 8.3(a)(ii) hereof.

                    (iii) The maximum number of shares of Common Stock subject
               to any Award of Performance Shares which may be granted under
               this Plan during any fiscal year of the Company to each Eligible
               Employee or Consultant shall be 1,200,000 (which shall be subject
               to any further increase or decrease pursuant to Section 4.2) with
               respect to any fiscal year of the Company Each Performance Share
               shall be referenced to one share of Common Stock and shall be
               charged against the available shares under this Plan at the time
               the unit value measurement is converted to a referenced number of
               shares of Common Stock in accordance with Section 9.1.

          (c)  The individual Participant limitations set forth in this Section
               4.1(b) shall be cumulative; that is, to the extent that shares of
               Common Stock for which Awards are permitted to be granted to an
               Eligible Employee or a Consultant during a fiscal year are not
               covered by an Award to such Eligible Employee or Consultant in a
               fiscal year, the number of shares of Common Stock available for
               Awards to such Eligible Employee or Consultant shall
               automatically increase in the subsequent fiscal years during the
               term of the Plan until used.

     4.2 CHANGES.

          (a)  The existence of the Plan and the Awards granted hereunder shall
               not affect in any way the right or power of the Board or the
               stockholders of the Company to make or authorize: (i) any
               adjustment, recapitalization,


                                       11
<PAGE>


               reorganization or other change in the Company's capital structure
               or its business; (ii) any merger or consolidation of the Company
               or any Affiliate; (iii) any issuance of bonds, debentures,
               preferred or prior preference stock ahead of or affecting the
               Common Stock; (iv) the dissolution or liquidation of the Company
               or any Affiliate; (v) any sale or transfer of all or part of the
               assets or business of the Company or any Affiliate; or (vi) any
               other corporate act or proceeding.

          (b)  Subject to the provisions of Section 4.2(d), in the event of any
               such change in the capital structure or business of the Company
               by reason of any stock split, reverse stock split, stock
               dividend, extraordinary dividend (whether cash or stock),
               combination or reclassification of shares, recapitalization,
               merger, consolidation, spin-off, reorganization, partial or
               complete liquidation, issuance of rights or warrants to purchase
               any Common Stock or securities convertible into Common Stock, any
               sale or transfer of all or part of the Company's assets or
               business, or any other corporate transaction or event having an
               effect similar to any of the foregoing and effected without
               receipt of consideration by the Company and the Committee
               determines in its sole discretion that an adjustment is necessary
               or appropriate under the Plan to prevent substantial dilution or
               enlargement of the rights granted to, or available for,
               Participants under the Plan, then the aggregate number and kind
               of shares that thereafter may be issued under the Plan, the
               number and kind of shares or other property (including cash) to
               be issued upon exercise of an outstanding Award or under other
               Awards granted under the Plan and the purchase price thereof
               shall be appropriately adjusted consistent with such change in
               such manner as the Committee may, in its sole discretion, deem
               equitable to prevent substantial dilution or enlargement of the
               rights granted to, or available for, Participants under the Plan,
               and any such adjustment determined by the Committee shall be
               final, binding and conclusive on the Company and all Participants
               and employees and their respective heirs, executors,
               administrators, successors and assigns. In connection with any
               event described in this paragraph, the Committee may provide, in
               its sole discretion, for the cancellation of any outstanding
               Awards and payment in cash or other property in exchange
               therefor. Except as provided in this Section 4.2 or in the
               applicable Award agreement, a Participant shall have no rights by
               reason of any issuance by the Company of any class of securities
               convertible into stock of any class, any subdivision or
               consolidation of shares of stock of any class, the payment of any
               stock dividend, any other increase or decrease in the number of
               shares of stock of any class, any sale or transfer of all or part
               of the Company's assets or business or any other change affecting
               the Company's capital structure or business.

          (c)  Fractional shares of Common Stock resulting from any adjustment
               in Awards pursuant to Section 4.2(a) or (b) shall be aggregated
               until, and eliminated at, the time of exercise by rounding-down
               for fractions less


                                       12
<PAGE>


               than one-half and rounding-up for fractions equal to or greater
               than one-half. No cash settlements shall be made with respect to
               fractional shares eliminated by rounding. Notice of any
               adjustment shall be given by the Committee to each Participant
               whose Award has been adjusted and such adjustment (whether or not
               such notice is given) shall be effective and binding for all
               purposes of the Plan.

          (d)  In the event of an Acquisition Event, the Committee may, in its
               sole discretion, terminate all outstanding and unexercised Stock
               Options or Stock Appreciation Rights effective as of the date of
               the Acquisition Event, by delivering notice of termination to
               each Participant at least 20 days prior to the date of
               consummation of the Acquisition Event, in which case during the
               period from the date on which such notice of termination is
               delivered to the consummation of the Acquisition Event, each such
               Participant shall have the right to exercise in full all of his
               or her Stock Options or Stock Appreciation Rights that are then
               outstanding (without regard to any limitations on exercisability
               otherwise contained in the Award agreements), but any such
               exercise shall be contingent on the occurrence of the Acquisition
               Event, and, provided that, if the Acquisition Event does not take
               place within a specified period after giving such notice for any
               reason whatsoever, the notice and exercise pursuant thereto shall
               be null and void.

          If an Acquisition Event occurs but the Committee does not terminate
          the outstanding Awards pursuant to this Section 4.2(d), then the
          provisions of Section 4.2(b) and Article XI shall apply.

     4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of the Plan to
the contrary, if authorized but previously unissued shares of Common Stock are
issued under the Plan, such shares shall not be issued for a consideration that
is less than as permitted under applicable law.

                                   ARTICLE V

                                  ELIGIBILITY

     5.1 GENERAL ELIGIBILITY. All Eligible Employees, prospective employees and
Consultants of the Company and its Affiliates, and Non-Employee Directors of the
Company, are eligible to be granted Awards. Eligibility for the grant of Awards
and actual participation in the Plan shall be determined by the Committee in its
sole discretion.

     5.2 INCENTIVE STOCK OPTIONS. Notwithstanding anything herein to the
contrary, only Eligible Employees of the Company, its Subsidiaries and its
Parent (if any) are eligible to be granted Incentive Stock Options under the
Plan. Eligibility for the grant of an Incentive Stock Option and actual
participation in the Plan shall be determined by the Committee in its sole
discretion.


                                       13
<PAGE>


     5.3 GENERAL REQUIREMENT. The vesting and exercise of Awards granted to a
prospective employee or consultant are conditioned upon such individual actually
becoming an Eligible Employee or Consultant.

                                   ARTICLE VI

                                 STOCK OPTIONS

     6.1 OPTIONS. Stock Options may be granted alone or in addition to other
Awards granted under the Plan. Each Stock Option granted under the Plan shall be
of one of two types: (a) an Incentive Stock Option; or (b) a Non-Qualified Stock
Option.

     6.2 GRANTS. The Committee shall, in its sole discretion, have the authority
to grant to any Eligible Employee Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options. The Committee shall, in its sole
discretion, have the authority to grant any Consultant or Non-Employee Director
Non-Qualified 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 that does not qualify shall constitute a separate Non-Qualified Stock
Option.

     6.3 TERMS OF OPTIONS. Options granted under the Plan shall be subject to
the following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee, in its sole discretion, shall deem desirable:

          (a)  Exercise Price. The exercise price per share of Common Stock
               subject to a Stock Option shall be determined by the Committee at
               the time of grant, provided that the per share exercise price of
               a Stock Option shall not be less than 100% (or, in the case of an
               Incentive Stock Option granted to a Ten Percent Stockholder,
               110%) of the Fair Market Value of the Common Stock at the time of
               grant.

          (b)  Stock Option Term. The term of each Stock Option shall be fixed
               by the Committee, provided that no Stock Option shall be
               exercisable more than 10 years after the date the Option is
               granted; and provided further that the term of an Incentive Stock
               Option granted to a Ten Percent Stockholder shall not exceed five
               years.

          (c)  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 grant. If the Committee provides,
               in its discretion, that any Stock Option is exercisable subject
               to certain limitations (including, without limitation, that such
               Stock Option is exercisable only in installments or within
               certain time periods), the Committee may waive such limitations
               on the exercisability at any time at or after grant in whole or
               in part (including, without limitation, waiver of the installment
               exercise provisions or acceleration of the time at which such
               Stock Option may be


                                       14
<PAGE>


               exercised), based on such factors, if any, as the Committee shall
               determine, in its sole discretion. Unless otherwise determined by
               the Committee at grant, the Option agreement shall provide that
               (i) in the event the Participant engages in Detrimental Activity
               prior to any exercise of the Stock Option, all Stock Options held
               by the Participant shall thereupon terminate and expire, (ii) as
               a condition of the exercise of a Stock Option, the Participant
               shall be required to certify (or shall be deemed to have
               certified) at the time of exercise in a manner acceptable to the
               Company that the Participant is in compliance with the terms and
               conditions of the Plan and that the Participant has not engaged
               in, and does not intend to engage in, any Detrimental Activity,
               and (iii) in the event the Participant engages in Detrimental
               Activity during the one year period commencing on the later of
               the date the Stock Option is exercised or becomes vested, the
               Company shall be entitled to recover from the Participant at any
               time within one year after such exercise or vesting, and the
               Participant shall pay over to the Company, an amount equal to any
               gain realized as a result of the exercise (whether at the time of
               exercise or thereafter).

          (d)  Method of Exercise. Subject to whatever installment exercise and
               waiting period provisions apply under subsection (c) above, to
               the extent vested, Stock Options may be exercised in whole or in
               part at any time during the Option term, by giving written notice
               of exercise to the Company specifying the number of shares of
               Common Stock to be purchased. Such notice shall be accompanied by
               payment in full of the purchase price as follows: (i) in cash or
               by check, bank draft or money order payable to the order of the
               Company; (ii) solely to the extent permitted by applicable law,
               if the Common Stock is traded on a national securities exchange
               or quoted on a national quotation system sponsored by the
               National Association of Securities Dealers, and the Committee
               authorizes, through a procedure whereby the Participant delivers
               irrevocable instructions to a broker reasonably acceptable to the
               Committee to deliver promptly to the Company an amount equal to
               the purchase price; or (iii) on such other terms and conditions
               as may be acceptable to the Committee (including, without
               limitation, the relinquishment of Stock Options or by payment in
               full or in part in the form of Common Stock owned by the
               Participant based on the Fair Market Value of the Common Stock on
               the payment date as determined by the Committee, in its sole
               discretion). No shares of Common Stock shall be issued until
               payment therefor, as provided herein, has been made or provided
               for.

          (e)  Non-Transferability of Options. No Stock Option shall be
               Transferable by the Participant otherwise than by will or by the
               laws of descent and distribution, and all Stock Options shall be
               exercisable, during the Participant's lifetime, only by the
               Participant. Notwithstanding the foregoing, the Committee may
               determine, in its sole discretion, at the time of grant or
               thereafter that a Non-Qualified Stock Option that is otherwise


                                       15
<PAGE>


               not Transferable pursuant to this Section is Transferable to a
               Family Member in whole or in part and in such circumstances, and
               under such conditions, as determined by the Committee, in its
               sole discretion. A Non-Qualified Stock Option that is Transferred
               to a Family Member pursuant to the preceding sentence (i) may not
               be subsequently Transferred otherwise than by will or by the laws
               of descent and distribution, and (ii) remains subject to the
               terms of the Plan and the applicable Award agreement. Any shares
               of Common Stock acquired upon the exercise of a Non-Qualified
               Stock Option by a permissible transferee of a Non-Qualified Stock
               Option or a permissible transferee pursuant to a Transfer after
               the exercise of the Non-Qualified Stock Option shall be subject
               to the terms of the Plan and the applicable Award agreement.

          (f)  Termination by Death, Disability or Retirement. Unless otherwise
               determined by the Committee at grant, or if no rights of the
               Participant are reduced, thereafter, if Participant's Termination
               is by reason of death, Disability or Retirement, all Stock
               Options that are held by such Participant that are vested and
               exercisable at the time of the Participant's Termination may be
               exercised by the Participant (or, in the case of death, by the
               legal representative of the Participant's estate) at any time
               within a period of one year from the date of such Termination,
               but in no event beyond the expiration of the stated term of such
               Stock Options; provided, however, that in the case of Retirement,
               if the Participant dies within such exercise period, all
               unexercised Stock Options held by such Participant shall
               thereafter be exercisable, to the extent that they were
               exercisable at the time of death, for a period of one year from
               the date of such death, but in no event beyond the expiration of
               the stated term of such Stock Options.

          (g)  Involuntary Termination Without Cause. Unless otherwise
               determined by the Committee at grant, or if no rights of the
               Participant are reduced, thereafter, if a Participant's
               Termination is by involuntary termination without Cause, all
               Stock Options that are held by such Participant that are vested
               and exercisable at the time of the Participant's Termination may
               be exercised by the Participant at any time within a period of 90
               days from the date of such Termination, but in no event beyond
               the expiration of the stated term of such Stock Options.

          (h)  Voluntary Termination. Unless otherwise determined by the
               Committee at grant, or if no rights of the Participant are
               reduced, thereafter, if a Participant's Termination is voluntary
               (other than a voluntary termination described in subsection
               (i)(y) below), all Stock Options that are held by such
               Participant that are vested and exercisable at the time of the
               Participant's Termination may be exercised by the Participant at
               any time within a period of 30 days from the date of such
               Termination, but in no event beyond the expiration of the stated
               term of such Stock Options.


                                       16
<PAGE>


          (i)  Termination for Cause. Unless otherwise determined by the
               Committee at grant, or if no rights of the Participant are
               reduced, thereafter, if a Participant's Termination (x) is for
               Cause, or (y) is a voluntary Termination (as provided in
               sub-section (h) above) after the occurrence of an event that
               would be grounds for a Termination for Cause, all Stock Options,
               whether vested or not vested, that are held by such Participant
               shall thereupon terminate and expire as of the date of such
               Termination.

          (j)  Unvested Stock Options. Unless otherwise determined by the
               Committee at grant, or if no rights of the Participant are
               reduced, thereafter, Stock Options that are not vested as of the
               date of a Participant's Termination for any reason shall
               terminate and expire as of the date of such Termination.

          (k)  Incentive Stock Option Limitations. To the extent that the
               aggregate Fair Market Value (determined as of the time of grant)
               of the Common Stock with respect to which Incentive Stock Options
               are exercisable for the first time by an Eligible Employee during
               any calendar year under the Plan and/or any other stock option
               plan of the Company, any Subsidiary or any Parent exceeds
               $100,000, such Options shall be treated as Non-Qualified Stock
               Options. Should any provision of the Plan 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, in its sole discretion, amend the Plan
               accordingly, without the necessity of obtaining the approval of
               the stockholders of the Company.

          (l)  Form, Modification, Extension and Renewal of Stock Options.
               Subject to the terms and conditions and within the limitations of
               the Plan, Stock Options shall be evidenced by such form of
               agreement or grant as is approved by the Committee, and the
               Committee may, in its sole discretion (i) modify, extend or renew
               outstanding Stock Options granted under the Plan (provided that
               the rights of a Participant are not reduced without his or her
               consent and provided further that such action does not subject
               the Stock Options to Section 409A of the Code), and (ii) accept
               the surrender of outstanding Stock Options (up to the extent not
               theretofore exercised) and authorize the granting of new Stock
               Options in substitution therefor (to the extent not theretofore
               exercised). Notwithstanding the foregoing, an outstanding Option
               may not be modified to reduce the exercise price thereof nor may
               a new Option at a lower price be substituted for a surrendered
               Option (other than adjustments or substitutions in accordance
               with Section 4.2), unless such action is approved by the
               stockholders of the Company.

          (m)  Buyout and Settlement Provisions. The Committee may at any time
               offer to buy out an Option previously granted, based on such
               terms and conditions as the Committee shall establish and
               communicate to the Participant at the time that such offer is
               made.


                                       17
<PAGE>


          (n)  Early Exercise. The Committee may provide that a Stock Option
               include a provision whereby the Participant may elect at any time
               before the Participant's Termination to exercise the Stock Option
               as to any part or all of the shares of Common Stock subject to
               the Stock Option prior to the full vesting of the Stock Option
               and such shares shall be subject to the provisions of Article
               VIII and treated as Restricted Stock. Any unvested shares of
               Common Stock so purchased may be subject to a repurchase option
               in favor of the Company or to any other restriction the Committee
               determines to be appropriate.

          (o)  Other Terms and Conditions. Stock Options may contain such other
               provisions, which shall not be inconsistent with any of the terms
               of the Plan, as the Committee shall, in its sole discretion, deem
               appropriate.

                                  ARTICLE VII

                            STOCK APPRECIATION RIGHTS

     7.1 TANDEM STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option (a "Reference Stock
Option") granted under the Plan ("Tandem Stock Appreciation Rights"). In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Reference Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of the grant
of such Reference Stock Option.

     7.2 TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock
Appreciation Rights granted hereunder shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Committee in its sole discretion, and the
following:

          (a)  Term. A Tandem Stock Appreciation Right or applicable portion
               thereof granted with respect to a Reference Stock Option shall
               terminate and no longer be exercisable upon the termination or
               exercise of the Reference Stock Option, except that, unless
               otherwise determined by the Committee, in its sole discretion, at
               the time of grant, a Tandem Stock Appreciation Right granted with
               respect to less than the full number of shares covered by the
               Reference Stock Option shall not be reduced until and then only
               to the extent the exercise or termination of the Reference Stock
               Option causes the number of shares covered by the Tandem Stock
               Appreciation Right to exceed the number of shares remaining
               available and unexercised under the Reference Stock Option.

          (b)  Exercisability. Tandem Stock Appreciation Rights shall be
               exercisable only at such time or times and to the extent that the
               Reference Stock Options to which they relate shall be exercisable
               in accordance with the provisions of Article VI, and shall be
               subject to the provisions of Section 6.3(c).


                                       18
<PAGE>


          (c)  Method of Exercise. A Tandem Stock Appreciation Right may be
               exercised by the Participant by surrendering the applicable
               portion of the Reference Stock Option. Upon such exercise and
               surrender, the Participant shall be entitled to receive an amount
               determined in the manner prescribed in this Section 7.2. Stock
               Options that have been so surrendered, in whole or in part, shall
               no longer be exercisable to the extent the related Tandem Stock
               Appreciation Rights have been exercised.

          (d)  Payment. Upon the exercise of a Tandem Stock Appreciation Right a
               Participant shall be entitled to receive up to, but no more than,
               an amount in cash and/or Common Stock (as chosen by the Committee
               in its sole discretion at grant, or thereafter if no rights of a
               Participant are reduced) equal in value to the excess of the Fair
               Market Value of one share of Common Stock over the Option
               exercise price per share specified in the Reference Stock Option
               agreement multiplied by the number of shares in respect of which
               the Tandem Stock Appreciation Right shall have been exercised.

          (e)  Deemed Exercise of Reference Stock Option. Upon the exercise of a
               Tandem Stock Appreciation Right, the Reference Stock Option or
               part thereof to which such Stock Appreciation Right is related
               shall be deemed to have been exercised for the purpose of the
               limitation set forth in Article IV of the Plan on the number of
               shares of Common Stock to be issued under the Plan.

          (f)  Non-Transferability. Tandem Stock Appreciation Rights shall be
               Transferable only when and to the extent that the underlying
               Stock Option would be Transferable under Section 6.3(e) of the
               Plan.

          (g)  Termination. Subject to the applicable provisions of the Award
               agreement and the Plan, upon a Participant's Termination for any
               reason, all unvested Tandem Stock Appreciation Rights will vest
               and become exercisable or be forfeited and terminated in
               accordance with the terms and conditions established by the
               Committee at grant or thereafter.

     7.3 NON-TANDEM STOCK APPRECIATION RIGHTS. Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under
the Plan.

     7.4 TERMS AND CONDITIONS OF NON-TANDEM STOCK APPRECIATION RIGHTS.
Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee in its sole discretion, and the
following:

          (a)  Term. The term of each Non-Tandem Stock Appreciation Right shall
               be fixed by the Committee, but shall not be greater than 10 years
               after the date the right is granted.


                                       19
<PAGE>


          (b)  Exercisability. Non-Tandem Stock Appreciation Rights shall be
               exercisable at such time or times and subject to such terms and
               conditions as shall be determined by the Committee at grant. If
               the Committee provides, in its discretion, that any such right is
               exercisable subject to certain limitations (including, without
               limitation, that it is exercisable only in installments or within
               certain time periods), the Committee may waive such limitations
               on the exercisability at any time at or after grant in whole or
               in part (including, without limitation, waiver of the installment
               exercise provisions or acceleration of the time at which such
               right may be exercised), based on such factors, if any, as the
               Committee shall determine, in its sole discretion. Unless
               otherwise determined by the Committee at grant, the Award
               agreement shall provide that (i) in the event the Participant
               engages in Detrimental Activity prior to any exercise of the
               Non-Tandem Stock Appreciation Right, all Non-Tandem Stock
               Appreciation Rights held by the Participant shall thereupon
               terminate and expire, (ii) as a condition of the exercise of a
               Non-Tandem Stock Appreciation Right, the Participant shall be
               required to certify (or shall be deemed to have certified) at the
               time of exercise in a manner acceptable to the Company that the
               Participant is in compliance with the terms and conditions of the
               Plan and that the Participant has not engaged in, and does not
               intend to engage in, any Detrimental Activity, and (iii) in the
               event the Participant engages in Detrimental Activity during the
               one year period commencing on the later of the date the
               Non-Tandem Stock Appreciation Right is exercised or becomes
               vested, the Company shall be entitled to recover from the
               Participant at any time within one year after such exercise or
               vesting, and the Participant shall pay over to the Company, an
               amount equal to any gain realized as a result of the exercise
               (whether at the time of exercise or thereafter).

          (c)  Method of Exercise. Subject to whatever installment exercise and
               waiting period provisions apply under subsection (b) above,
               Non-Tandem Stock Appreciation Rights may be exercised in whole or
               in part at any time in accordance with the applicable Award
               agreement, by giving written notice of exercise to the Company
               specifying the number of Non-Tandem Stock Appreciation Rights to
               be exercised.

          (d)  Payment. Upon the exercise of a Non-Tandem Stock Appreciation
               Right a Participant shall be entitled to receive, for each right
               exercised, up to, but no more than, an amount in cash and/or
               Common Stock (as chosen by the Committee in its sole discretion
               at grant, or thereafter if no rights of a Participant are
               reduced) equal in value to the excess of the Fair Market Value of
               one share of Common Stock on the date the right is exercised over
               the Fair Market Value of one share of Common Stock on the date
               the right was awarded to the Participant.

          (e)  Non-Transferability. No Non-Tandem Stock Appreciation Rights
               shall be Transferable by the Participant otherwise than by will
               or by the laws of


                                       20
<PAGE>


               descent and distribution, and all such rights shall be
               exercisable, during the Participant's lifetime, only by the
               Participant.

          (f)  Termination. Subject to the applicable provisions of the Award
               agreement and the Plan, upon a Participant's Termination for any
               reason, all unvested Non-Tandem Stock Appreciation Rights will
               vest and become exercisable or be forfeited and terminated in
               accordance with the terms and conditions established by the
               Committee at grant or thereafter.

     7.5 LIMITED STOCK APPRECIATION RIGHTS. The Committee may, in its sole
discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a
general Stock Appreciation Right or as a Limited Stock Appreciation Right.
Limited Stock Appreciation Rights may be exercised only upon the occurrence of a
Change in Control or such other event as the Committee may, in its sole
discretion, designate at the time of grant or thereafter. Upon the exercise of
Limited Stock Appreciation Rights, except as otherwise provided in an Award
agreement, the Participant shall receive an amount in cash and/or Common Stock
(as chosen by the Committee in its sole discretion at grant, or thereafter if no
rights of a Participant are reduced) equal to the amount (i) set forth in
Section 7.2(d) with respect to Tandem Stock Appreciation Rights, or (ii) set
forth in Section 7.4(d) with respect to Non-Tandem Stock Appreciation Rights.

                                  ARTICLE VIII

                                RESTRICTED STOCK

     8.1 AWARDS OF RESTRICTED STOCK. Shares of Restricted Stock may be issued
either alone or in addition to other Awards granted under the Plan. The
Committee shall, in its sole discretion, determine the Eligible Employees,
Consultants and Non-Employee Directors, to whom, and the time or times at which,
grants of Restricted Stock shall be made, the number of shares to be awarded,
the price (if any) to be paid by the Participant (subject to Section 8.2), the
time or times within which such Awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and all other terms and conditions
of the Awards. The Committee may condition the grant or vesting of Restricted
Stock upon the attainment of specified performance targets (including, the
performance criteria specified in Exhibit A attached hereto) or such other
factors as the Committee may determine, in its sole discretion, including to
comply with the requirements of Section 162(m) of the Code.

     Unless otherwise determined by the Committee at grant, each Award of
Restricted Stock shall provide that in the event the Participant engages in
Detrimental Activity prior to, or during the one year period after, any vesting
of Restricted Stock, the Committee may direct that all unvested Restricted Stock
shall be immediately forfeited to the Company and that the Participant shall pay
over to the Company an amount equal to the Fair Market Value at the time of
vesting of any Restricted Stock that had vested in the period referred to above.

     8.2 AWARDS AND CERTIFICATES. Eligible Employees, Consultants and
Non-Employee Directors selected to receive Restricted Stock shall not have any
rights with respect to such Award, unless and until such Participant has
delivered a fully executed copy of the agreement


                                       21
<PAGE>


evidencing the Award to the Company and has otherwise complied with the
applicable terms and conditions of such Award. Further, such Award shall be
subject to the following conditions:

          (a)  Purchase Price. The purchase price of Restricted Stock shall be
               fixed by the Committee. Subject to Section 4.3, the purchase
               price for shares of Restricted Stock may be zero to the extent
               permitted by applicable law, and, to the extent not so permitted,
               such purchase price may not be less than par value.

          (b)  Acceptance. Awards of Restricted Stock must be accepted within a
               period of 60 days (or such other period as the Committee may
               specify) after the grant date, by executing a Restricted Stock
               agreement and by paying whatever price (if any) the Committee has
               designated thereunder.

          (c)  Legend. Each Participant receiving Restricted Stock shall be
               issued a stock certificate in respect of such shares of
               Restricted Stock, unless the Committee elects to use another
               system, such as book entries by the transfer agent, as evidencing
               ownership of shares of Restricted Stock. Such certificate shall
               be registered in the name of such Participant, and shall, in
               addition to such legends required by applicable securities laws,
               bear an appropriate legend referring to the terms, conditions,
               and restrictions applicable to such Award, substantially in the
               following form:

               "The anticipation, alienation, attachment, sale, transfer,
               assignment, pledge, encumbrance or charge of the shares of stock
               represented hereby are subject to the terms and conditions
               (including forfeiture) of the Aveta Inc. (the "Company") 2005
               Stock Incentive Plan (the "Plan") and an Agreement entered into
               between the registered owner and the Company dated __________.
               Copies of such Plan and Agreement are on file at the principal
               office of the Company."

          (d)  Custody. If stock certificates are issued in respect of shares of
               Restricted Stock, the Committee may require that any stock
               certificates evidencing such shares be held in custody by the
               Company until the restrictions thereon shall have lapsed, and
               that, as a condition of any grant of Restricted Stock, the
               Participant shall have delivered a duly signed stock power,
               endorsed in blank, relating to the Common Stock covered by such
               Award.

     8.3 RESTRICTIONS AND CONDITIONS. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:

          (a)  Restriction Period. (i) The Participant shall not be permitted to
               Transfer shares of Restricted Stock awarded under the Plan during
               the period or periods set by the Committee (the "Restriction
               Period") commencing on the date of such Award, as set forth in
               the Restricted Stock Award agreement and such agreement shall set
               forth a vesting schedule and any


                                       22
<PAGE>


               events that would accelerate vesting of the shares of Restricted
               Stock. Within these limits, based on service, attainment of
               Performance Goals pursuant to Section 8.3(a)(ii) below and/or
               such other factors or criteria as the Committee may determine in
               its sole discretion, the Committee may condition the grant or
               provide for the lapse of such restrictions in installments in
               whole or in part, or may accelerate the vesting of all or any
               part of any Restricted Stock Award and/or waive the deferral
               limitations for all or any part of any Restricted Stock Award.

                    (ii) Objective Performance Goals, Formulae or Standards. The
               Committee may condition the grant or vesting of an Award of
               Restricted Stock upon the attainment of specified performance
               criteria set forth on Exhibit A as the Committee may determine,
               in its sole discretion; provided that to the extent that such
               Restricted Stock Award is intended to comply with Section 162(m)
               of the Code, the Committee shall establish the objective
               Performance Goals for the vesting of such Restricted Stock Award
               based on a performance period applicable to each Participant or
               class of Participants in writing prior to the beginning of the
               applicable performance period or at such later date as permitted
               under Section 162(m) of the Code and while the outcome of the
               Performance Goals are substantially uncertain. Such Performance
               Goals may incorporate, if and only to the extent permitted under
               Section 162(m) of the Code, provisions for disregarding (or
               adjusting for) changes in accounting methods, corporate
               transactions (including, without limitation, dispositions and
               acquisitions) and other similar type events or circumstances. To
               the extent any such provision would create impermissible
               discretion under Section 162(m) of the Code or otherwise violate
               Section 162(m) of the Code, such provision shall be of no force
               or effect. The applicable Performance Goals shall be based on one
               or more of the performance criteria set forth in Exhibit A
               hereto.

          (b)  Rights as a Stockholder. Except as provided in this subsection
               (b) and subsection (a) above and as otherwise determined by the
               Committee, the Participant shall have, with respect to the shares
               of Restricted Stock, all of the rights of a holder of shares of
               Common Stock of the Company including, without limitation, the
               right to receive any dividends, the right to vote such shares
               and, subject to and conditioned upon the full vesting of shares
               of Restricted Stock, the right to tender such shares. The
               Committee may, in its sole discretion, determine at the time of
               grant that the payment of dividends shall be deferred until, and
               conditioned upon, the expiration of the applicable Restriction
               Period.

          (c)  Termination. Unless otherwise determined by the Committee at
               grant or, if no rights of the Participant are reduced,
               thereafter, subject to the applicable provisions of the
               Restricted Stock Award agreement and the Plan, upon a
               Participant's Termination for any reason during the relevant
               Restriction Period, all Restricted Stock still subject to
               restriction will vest


                                       23
<PAGE>


               or be forfeited in accordance with the terms and conditions
               established by the Committee at grant or thereafter.

          (d)  Lapse of Restrictions. If and when the Restriction Period expires
               without a prior forfeiture of the Restricted Stock, the
               certificates for such shares shall be delivered to the
               Participant. All legends shall be removed from said certificates
               at the time of delivery to the Participant, except as otherwise
               required by applicable law or other limitations imposed by the
               Committee.

                                   ARTICLE IX

                               PERFORMANCE SHARES

     9.1 AWARD OF PERFORMANCE SHARES. Performance Shares may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee
shall, in its sole discretion, determine the Eligible Employees, Consultants and
Non-Employee Directors, to whom, and the time or times at which, Performance
Shares shall be awarded, the number of Performance Shares to be awarded to any
person, the duration of the period (the "Performance Period") during which, and
the conditions under which, receipt of the Shares will be deferred, and the
other terms and conditions of the Award in addition to those set forth in
Section 9.2.

     Unless otherwise determined by the Committee at grant, each Award of
Performance Shares shall provide that in the event the Participant engages in
Detrimental Activity prior to, or during the one year period after, any vesting
of Performance Shares, the Committee may direct (at any time within one year
thereafter) that all unvested Performance Shares shall be immediately forfeited
to the Company and that the Participant shall pay over to the Company an amount
equal to any gain the Participant realized from any Performance Shares that had
vested in the period referred to above.

     Except as otherwise provided herein, the Committee shall condition the
right to payment of any Performance Share upon the attainment of objective
performance goals established pursuant to Section 9.2(c) below.

     9.2 TERMS AND CONDITIONS. Performance Shares awarded pursuant to this
Article IX shall be subject to the following terms and conditions:

          (a)  Earning of Performance Share Award. At the expiration of the
               applicable Performance Period, the Committee shall determine the
               extent that the performance goals established pursuant to Section
               9.2(c) are achieved and the percentage of each Performance Share
               Award that has been earned.

          (b)  Non-Transferability. Subject to the applicable provisions of the
               Award agreement and the Plan, Performance Shares may not be
               Transferred during the Performance Period.

          (c)  Objective Performance Goals, Formulae or Standards. The Committee
               may condition the grant or vesting of a Performance Share Award
               upon


                                       24
<PAGE>


               the attainment of specified performance criteria set forth on
               Exhibit A as the Committee may determine, in its sole discretion;
               provided that to the extent that such Performance Share Award is
               intended to comply with Section 162(m) of the Code, the Committee
               shall establish the objective Performance Goals for the vesting
               of such Performance Share Award based on a Performance Period
               applicable to each Participant or class of Participants in
               writing prior to the beginning of the applicable performance
               period or at such later date as permitted under Section 162(m) of
               the Code and while the outcome of the Performance Goals are
               substantially uncertain. Such Performance Goals may incorporate,
               if and only to the extent permitted under Section 162(m) of the
               Code, provisions for disregarding (or adjusting for) changes in
               accounting methods, corporate transactions (including, without
               limitation, dispositions and acquisitions) and other similar type
               events or circumstances. To the extent any such provision would
               create impermissible discretion under Section 162(m) of the Code
               or otherwise violate Section 162(m) of the Code, such provision
               shall be of no force or effect. The applicable Performance Goals
               shall be based on one or more of the performance criteria set
               forth in Exhibit A hereto.

          (d)  Dividends. Unless otherwise determined by the Committee at the
               time of grant, amounts equal to any dividends declared during the
               Performance Period with respect to the number of shares of Common
               Stock covered by a Performance Share will not be paid to the
               Participant.

          (e)  Payment. Following the Committee's determination in accordance
               with subsection (a) above, shares of Common Stock or, as
               determined by the Committee in its sole discretion, the cash
               equivalent of such shares shall be delivered to the Eligible
               Employee, Consultant or Non-Employee Director, or his legal
               representative, in an amount equal to such individual's earned
               Performance Share. Notwithstanding the foregoing, the Committee
               may, in its sole discretion, award an amount less than the earned
               Performance Share and/or subject the payment of all or part of
               any Performance Share to additional vesting, forfeiture and
               deferral conditions as it deems appropriate.

          (f)  Termination. Subject to the applicable provisions of the Award
               agreement and the Plan, upon a Participant's Termination for any
               reason during the Performance Period for a given Award, the
               Performance Shares in question will vest or be forfeited in
               accordance with the terms and conditions established by the
               Committee at grant or thereafter.

          (g)  Accelerated Vesting. Based on service, performance and/or such
               other factors or criteria, if any, as the Committee may
               determine, the Committee may, in its sole discretion, at or after
               grant, accelerate the vesting of all or any part of any
               Performance Share Award and/or waive the deferral limitations for
               all or any part of such Award.


                                       25
<PAGE>


                                   ARTICLE X

                            OTHER STOCK-BASED AWARDS

     10.1 OTHER AWARDS. The Committee, in its sole discretion, is authorized to
grant to Eligible Employees, Consultants and Non-Employee Directors Other
Stock-Based Awards that are payable in, valued in whole or in part by reference
to, or otherwise based on or related to shares of Common Stock, including but
not limited to, shares of Common Stock awarded purely as a bonus and not subject
to any restrictions or conditions, shares of Common Stock in payment of the
amounts due under an incentive or performance plan sponsored or maintained by
the Company or an Affiliate, performance units, dividend equivalent units, stock
equivalent units, restricted stock units and deferred stock units. To the extent
permitted by law, the Committee may, in its sole discretion, permit Non-Employee
Directors and/or Eligible Employees to defer all or a portion of their cash
compensation in the form of Other Stock-Based Awards granted under the Plan,
subject to the terms and conditions of any deferred compensation arrangement
established by the Company, which shall be intended to comply with Section 409A
of the Code. Other Stock-Based Awards may be granted either alone or in addition
to or in tandem with other Awards granted under the Plan.

     Subject to the provisions of the Plan, the Committee shall, in its sole
discretion, have authority to determine the Eligible Employees, Consultants and
Non-Employee Directors, to whom, and the time or times at which, such Awards
shall be made, the number of shares of Common Stock to be awarded pursuant to
such Awards, and all other conditions of the Awards. The Committee may also
provide for the grant of Common Stock under such Awards upon the completion of a
specified performance period.

     The Committee may condition the grant or vesting of Other Stock-Based
Awards upon the attainment of specified Performance Goals set forth on Exhibit A
as the Committee may determine, in its sole discretion; provided that to the
extent that such Other Stock-Based Awards are intended to comply with Section
162(m) of the Code, the Committee shall establish the objective Performance
Goals for the vesting of such Other Stock-Based Awards based on a performance
period applicable to each Participant or class of Participants in writing prior
to the beginning of the applicable performance period or at such later date as
permitted under Section 162(m) of the Code and while the outcome of the
Performance Goals are substantially uncertain. Such Performance Goals may
incorporate, if and only to the extent permitted under Section 162(m) of the
Code, provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and
acquisitions) and other similar type events or circumstances. To the extent any
such provision would create impermissible discretion under Section 162(m) of the
Code or otherwise violate Section 162(m) of the Code, such provision shall be of
no force or effect. The applicable Performance Goals shall be based on one or
more of the performance criteria set forth in Exhibit A hereto.

     10.2 TERMS AND CONDITIONS. Other Stock-Based Awards made pursuant to this
Article X shall be subject to the following terms and conditions:

          (a)  Non-Transferability. Subject to the applicable provisions of the
               Award agreement and the Plan, shares of Common Stock subject to
               Awards made


                                       26
<PAGE>


               under this Article X may not be Transferred prior to the date on
               which the shares are issued, or, if later, the date on which any
               applicable restriction, performance or deferral period lapses.

          (b)  Dividends. Unless otherwise determined by the Committee at the
               time of Award, subject to the provisions of the Award agreement
               and the Plan, the recipient of an Award under this Article X
               shall not be entitled to receive, currently or on a deferred
               basis, dividends or dividend equivalents with respect to the
               number of shares of Common Stock covered by the Award.

          (c)  Vesting. Any Award under this Article X and any Common Stock
               covered by any such Award shall vest or be forfeited to the
               extent so provided in the Award agreement, as determined by the
               Committee, in its sole discretion.

          (d)  Price. Common Stock issued on a bonus basis under this Article X
               may be issued for no cash consideration; Common Stock purchased
               pursuant to a purchase right awarded under this Article X shall
               be priced, as determined by the Committee in its sole discretion.

          (e)  Payment. Form of payment for the Other Stock-Based Award shall be
               specified in the Award agreement.

          (f)  Termination. Subject to the applicable provisions of the Award
               agreement and the Plan, upon a Participant's Termination for any
               reason, all Other Stock Based Awards still subject to restriction
               or otherwise unvested will vest or be forfeited in accordance
               with the terms and conditions established by the Committee at
               grant or thereafter.

                                   ARTICLE XI

                          CHANGE IN CONTROL PROVISIONS

     11.1 BENEFITS. In the event of a Change in Control of the Company, and
except as otherwise provided by the Committee in an Award agreement, a
Participant's unvested Award shall not vest and a Participant's Award shall be
treated in accordance with one of the following methods as determined by the
Committee in its sole discretion:

          (a)  Awards, whether or not then vested, shall be continued, assumed,
               have new rights substituted therefor or be treated in accordance
               with Section 4.2(d) hereof, as determined by the Committee in its
               sole discretion, and restrictions to which any shares of
               Restricted Stock or any other Award granted prior to the Change
               in Control are subject shall not lapse upon a Change in Control
               and the Restricted Stock or other Award shall, where appropriate
               in the sole discretion of the Committee, receive the same
               distribution as other Common Stock on such terms as determined by
               the Committee; provided that, the Committee may, in its sole
               discretion, decide to award additional Restricted Stock or other
               Award in lieu of any


                                       27
<PAGE>


               cash distribution. Notwithstanding anything to the contrary
               herein, for purposes of Incentive Stock Options, any assumed or
               substituted Stock Option shall comply with the requirements of
               Treasury Regulation Section 1.424-1 (and any amendments thereto).

          (b)  The Committee, in its sole discretion, may provide for the
               purchase of any Awards (whether vested or unvested) by the
               Company or an Affiliate for an amount of cash equal to the excess
               of the Change in Control Price (as defined below) of the shares
               of Common Stock covered by such Awards, over the aggregate
               exercise price of such Awards. For purposes of this Section 11.1,
               Change in Control Price shall mean the highest price per share of
               Common Stock paid in any transaction related to a Change in
               Control of the Company.

          (c)  The Committee may, in its sole discretion, provide for the
               cancellation of any Awards without payment, if the Change in
               Control Price is less than the Fair Market Value of such Award on
               the date of grant.

          (d)  Notwithstanding anything else herein, the Committee may, in its
               sole discretion, provide for accelerated vesting or lapse of
               restrictions, of an Award at the time of grant or at any time
               thereafter.

     11.2 CHANGE IN CONTROL. Unless otherwise determined by the Committee in the
applicable Award agreement or other written agreement approved by the Committee,
a "Change in Control" shall be deemed to occur following any transaction if: (i)
any "person" as such term is used in Sections 13(d) and 14(d) of the Exchange
Act (other than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Common Stock of the Company), becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% or more of the combined voting power of the then
outstanding securities of the Company (or its successor corporation); provided,
however, that a merger or consolidation effected solely to implement a
recapitalization of the Company shall not constitute a Change in Control of the
Company; or (ii) the stockholders of the Company approve a plan of complete
liquidation of the Company or the consummation of the sale or disposition by the
Company of all or substantially all of the Company's assets other than (x) the
sale or disposition of all or substantially all of the assets of the Company to
a person or persons who beneficially own, directly or indirectly, at least 50%
or more of the combined voting power of the outstanding voting securities of the
Company at the time of the sale, or (y) pursuant to a spinoff type transaction,
directly or indirectly, of such assets to the stockholders of the Company.

Notwithstanding the foregoing, for purposes of the Plan the Registration Date or
the Listing Date shall not be considered a Change in Control.


                                       28
<PAGE>


                                  ARTICLE XII

                        TERMINATION OR AMENDMENT OF PLAN

     12.1 TERMINATION OR AMENDMENT. Notwithstanding any other provision of the
Plan, the Board may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article XIV), or suspend or terminate it entirely, retroactively
or otherwise; provided, however, that, unless otherwise required by law or
specifically provided herein, the rights of a Participant with respect to Awards
granted prior to such amendment, suspension or termination, may not be impaired
without the consent of such Participant and, provided further, without the
approval of the stockholders of the Company in accordance with the laws of the
State of Delaware, to the extent required by the applicable provisions of Rule
16b-3 or Section 162(m) of the Code, pursuant to the requirements of the
applicable stock exchange rule, or, to the extent applicable to Incentive Stock
Options, Section 422 of the Code, no amendment may be made that would:

          (a)  increase the aggregate number of shares of Common Stock that may
               be issued under the Plan pursuant to Section 4.1 (except by
               operation of Section 4.2);

          (b)  increase the maximum individual Participant limitations for a
               fiscal year under Section 4.1(b) (except by operation of Section
               4.2);

          (c)  change the classification of individuals eligible to receive
               Awards under the Plan;

          (d)  decrease the minimum option price of any Stock Option or Stock
               Appreciation Right;

          (e)  extend the maximum option period under Section 6.3;

          (f)  alter the Performance Goals for the Award of Restricted Stock,
               Performance Shares or Other Stock-Based Awards subject to the
               satisfaction of Performance Goals as set forth in Exhibit A;

          (g)  award any Stock Option or Stock Appreciation Right in replacement
               of a canceled Stock Option or Stock Appreciation Right with a
               higher exercise price, except in accordance with Section 6.3(l);
               or

          (h)  require stockholder approval in order for the Plan to continue to
               comply with the applicable provisions of Section 162(m) of the
               Code or, to the extent applicable to Incentive Stock Options,
               Section 422 of the Code. In no event may this Plan be amended
               without the approval of the stockholders of the Company in
               accordance with the applicable laws of the State of Delaware to
               increase the aggregate number of shares of Common Stock that may
               be issued under this Plan, decrease the minimum exercise price of
               any Stock Option or Stock Appreciation Right, or to


                                       29
<PAGE>


               make any other amendment that would require stockholder approval
               under the rules of any exchange or system on which the Company's
               securities are listed or traded at the request of the Company.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

                                  ARTICLE XIII

                                  UNFUNDED PLAN

     13.1 UNFUNDED STATUS OF PLAN. The Plan is an "unfunded" plan for incentive
and deferred compensation. With respect to any payments as to which a
Participant has a fixed and vested interest but that are 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 unsecured
creditor of the Company.

                                  ARTICLE XIV

                              GENERAL PROVISIONS

     14.1 LEGEND. The Committee may require each person receiving shares of
Common Stock pursuant to a Stock Option or other Award under the Plan to
represent to and agree with the Company in writing that the Participant is
acquiring the shares without a view to distribution thereof. In addition to any
legend required by the Plan, the certificates for such shares may include any
legend that the Committee, in its sole discretion, deems appropriate to reflect
any restrictions on Transfer.

     All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stop transfer orders and other restrictions as the Committee
may, in its sole discretion, 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 or any national securities exchange
system upon whose system the Common Stock is then quoted, 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.

     14.2 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.

     14.3 NO RIGHT TO EMPLOYMENT/DIRECTORSHIP/CONSULTANCY. Neither the Plan nor
the grant of any Option or other Award hereunder shall give any Participant or
other employee, Consultant or Non-Employee Director any right with respect to
continuance of employment, consultancy or directorship by the Company or any
Affiliate, nor shall they be a limitation in any


                                       30
<PAGE>


way on the right of the Company or any Affiliate by which an employee is
employed or a Consultant or Non-Employee Director is retained to terminate his
or her employment, consultancy or directorship at any time.

     14.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct from
any payment to be made pursuant to the Plan, or to otherwise require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld. Upon the vesting of Restricted Stock (or other
Award that is taxable upon vesting), or upon making an election under Section
83(b) of the Code, a Participant shall pay all required withholding to the
Company. Any statutorily required withholding obligation with regard to any
Participant may be satisfied, subject to the consent of the Committee, by
reducing the number of shares of Common Stock otherwise deliverable or by
delivering shares of Common Stock already owned. Any fraction of a share of
Common Stock required to satisfy such tax obligations shall be disregarded and
the amount due shall be paid instead in cash by the Participant.

     14.5 NO ASSIGNMENT OF BENEFITS. No Award or other benefit payable under the
Plan shall, except as otherwise specifically provided by law or permitted by the
Committee, be Transferable in any manner, and any attempt to Transfer any such
benefit shall be void, and any such benefit shall not in any manner be liable
for or subject to the debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person.

     14.6 LISTING AND OTHER CONDITIONS.

          (a)  Unless otherwise determined by the Committee, as long as the
               Common Stock is listed on a national securities exchange or
               system sponsored by a national securities association, the issue
               of any shares of Common Stock pursuant to an Award shall be
               conditioned upon such shares being listed on such exchange or
               system. 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 or other Award with respect to such shares
               shall be suspended until such listing has been effected.

          (b)  If at any time counsel to the Company shall be of the opinion
               that any sale or delivery of shares of Common Stock pursuant to
               an Option or other Award is or may in the circumstances be
               unlawful or result in the imposition of excise taxes on the
               Company 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 or otherwise, with respect to shares of Common
               Stock or Awards, and the right to exercise any Option or other
               Award shall be suspended until, in the opinion of said counsel,
               such sale or delivery shall be lawful or will not result in the
               imposition of excise taxes on the Company.


                                       31
<PAGE>


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

          (d)  A Participant shall be required to supply the Company with any
               certificates, representations and information that the Company
               requests and otherwise cooperate with the Company in obtaining
               any listing, registration, qualification, exemption, consent or
               approval the Company deems necessary or appropriate.

     14.7 STOCKHOLDERS AGREEMENT AND OTHER REQUIREMENTS. Notwithstanding
anything herein to the contrary, prior to the Registration Date, as a condition
to the receipt of shares of Common Stock pursuant to an Award under the Plan, to
the extent required by the Committee, the Participant shall execute and deliver
a stockholder's agreement or such other documentation that shall set forth
certain restrictions on transferability of the shares of Common Stock acquired
upon exercise or purchase, and such other terms as the Board or Committee shall
from time to time establish. Such stockholder's agreement or other documentation
shall apply to the Common Stock acquired under the Plan and covered by such
stockholder's agreement or other documentation. Prior to the Registration Date,
the Company may require, as a condition of exercise, the Participant to become a
party to any other existing stockholder agreement (or other agreement).

     14.8 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
(regardless of the law that might otherwise govern under applicable Delaware
principles of conflict of laws).

     14.9 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.

     14.10 OTHER BENEFITS. No Award granted or paid out under the Plan shall be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or its Affiliates nor affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.

     14.11 COSTS. The Company shall bear all expenses associated with
administering the Plan, including expenses of issuing Common Stock pursuant to
any Awards hereunder.

     14.12 NO RIGHT TO SAME BENEFITS. The provisions of Awards need not be the
same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.


                                       32
<PAGE>


     14.13 DEATH/DISABILITY. The Committee may in its sole discretion require
the transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may, in its discretion, also require that the agreement of the
transferee to be bound by all of the terms and conditions of the Plan.

     14.14 SECTION 16(b) OF THE EXCHANGE ACT. On and after the Registration
Date, all elections and transactions under the Plan by persons subject to
Section 16 of the Exchange Act involving shares of Common Stock are intended to
comply with any applicable exemptive condition under Rule 16b-3. The Committee
may, in its sole discretion, establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
the Plan and the transaction of business thereunder.

     14.15 SECTION 409A OF THE CODE. The Plan is intended to comply with the
applicable requirements of Section 409A of the Code and shall be limited,
construed and interpreted in accordance with such intent. To the extent that any
Award is subject to Section 409A of the Code, it shall be paid in a manner that
will comply with Section 409A of the Code, including proposed, temporary or
final regulations or any other guidance issued by the Secretary of the Treasury
and the Internal Revenue Service with respect thereto. Notwithstanding anything
herein to the contrary, any provision in the Plan that is inconsistent with
Section 409A of the Code shall be deemed to be amended to comply with Section
409A of the Code and to the extent such provision cannot be amended to comply
therewith, such provision shall be null and void.

     14.16 SUCCESSOR AND ASSIGNS. The Plan shall be binding on all successors
and permitted assigns of a Participant, including, without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate.

     14.17 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

     14.18 PAYMENTS TO MINORS, ETC. Any benefit payable to or for the benefit of
a minor, an incompetent person or other person incapable of receipt thereof
shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Committee, the Board, the Company, its
Affiliates and their employees, agents and representatives with respect thereto.

     14.19 AGREEMENT. As a condition to the grant of an Award, if requested by
the Company and the lead underwriter of any public offering of the Common Stock
(the "Lead Underwriter"), a Participant shall irrevocably agree not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose
of, any interest in any Common Stock or any securities convertible into,
derivative of, or exchangeable or exercisable for, or any other rights to
purchase or acquire Common Stock (except Common Stock included in such public
offering or acquired on the public market after such offering) during such
period of time following the effective date of a


                                       33
<PAGE>


registration statement of the Company filed under the Securities Act that the
Lead Underwriter shall specify (the "Lock-up Period"). The Participant shall
further agree to sign such documents as may be requested by the Lead Underwriter
to effect the foregoing and agree that the Company may impose stop-transfer
instructions with respect to Common Stock acquired pursuant to an Award until
the end of such Lock-up Period.

     14.20 HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

     14.21 TRANSITION PERIOD. The Plan has been adopted by the Board prior to
the occurrence of a Registration Date. The Plan is intended to constitute a plan
described in Treasury Regulation Section 1.162-27(f)(1), pursuant to which the
deduction limits under Section 162(m) of the Code do not apply during the
applicable Transition Period.

                                   ARTICLE XV

                             EFFECTIVE DATE OF PLAN

     The Plan shall become effective upon the date specified by the Board in its
resolution adopting the Plan, subject to the approval of the Plan by the
stockholders of the Company in accordance with the requirements of the laws of
the State of Delaware.

                                  ARTICLE XVI

                                  TERM OF PLAN

     No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may
extend beyond that date.

                                  ARTICLE XVII

                         PROVISIONS APPLICABLE TO AWARDS
                       GRANTED TO RESIDENTS OF CALIFORNIA

     Notwithstanding the foregoing, any Award granted under the Plan to a
California resident shall be subject to the provisions of this Article XVII (in
addition to other applicable provisions of the Plan that are not inconsistent
with this Article XVII) and, notwithstanding any provision of the Plan to the
contrary, solely to the extent necessary to comply with Title 10 of the
California Code of Regulations at the time an Award is granted, the following
shall apply to each such Award:

     17.1 At no time shall the total number of shares issuable upon exercise or
vesting of all outstanding Awards provided for under any stock bonus or similar
plan of the Company exceed 30% of all outstanding shares of the Company,
including convertible preferred shares or convertible senior common shares on an
as-converted basis, based on the shares of the Company which are outstanding at
the time the calculation is made.


                                       34
<PAGE>


     17.2 Any Stock Option granted under the Plan shall be exercisable according
to the terms hereof at such times and under such conditions as determined by the
Committee and set forth in the Stock Option agreement. Except in the case of
Stock Options granted to officers, directors and consultants, Stock Options
shall become exercisable at a rate of no less than 20% per year over five years
from the date the Stock Options are granted.

     17.3 Any repurchase option in favor of the Company that is applicable to an
Award to an Eligible Employee who is not an officer, director or consultant
shall be subject to the following:

          (a) The repurchase option gives the Company the right to repurchase
     the shares of Common Stock upon Termination at not less than the Fair
     Market Value of the shares of Common Stock to be purchased on the date of
     Termination and (x) the right to repurchase is exercised for cash or
     cancellation of purchase money indebtedness for the shares of Common Stock
     within 90 days of Termination (or in the case of shares of Common Stock
     issued upon exercise of Awards after such date of Termination, within 90
     days after the date of the exercise) or such longer period as may be agreed
     to by the Company and the Participant and (y) the right shall terminates on
     and after the Listing Date.


          (b) The repurchase option gives the Company the right to repurchase
     the shares of Common Stock upon Termination at the original purchase price,
     if and (x) the right to repurchase at the original purchase price lapses at
     the rate of at least 20% of such shares of Common Stock per year over five
     years from the date that the Award is granted (without respect to the date
     the Award was exercised or became exercisable) and (y) the right to
     repurchase is exercised for cash or cancellation of purchase money
     indebtedness for the shares of Common Stock within 90 days of Termination
     (or in the case of shares of Common Stock issued upon exercise of Options
     after such date of termination, within 90 days after the date of the
     exercise) or such longer period as may be agreed to by the Company and the
     Participant in compliance with applicable law.


     17.4 Prior to the Listing Date, a Ten Percent Stockholder shall not be
granted a Non-Qualified Stock Option unless the exercise price of such Option is
at least (i) 110% of the Fair Market Value of the Common Stock on the date of
grant or (ii) such lower percentage of the Fair Market Value of the Common Stock
at the date of grant as is permitted by Section 260.140.41 of Title 10 of the
California Code of Regulations at the time of the grant of the Option. Prior to
the Listing Date, a Ten Percent Stockholder shall not be granted an award of
Restricted Stock unless the purchase price of the Restricted Stock is at least
(i) 100% of the Fair Market Value of the Common Stock at the date of grant or
(ii) such lower percentage of the Fair Market Value of the Common Stock at the
date of grant as is permitted by Section 260.140.41 of Title 10 of the
California Code of Regulations at the time of the grant of the Option.

     17.5 Prior to the Listing Date, the Fair Market Value of the Common Stock
subject to an Award shall be determined in a manner consistent with Section
260.140.50 of Title 10 of the California Code of Regulations.


                                       35
<PAGE>


     17.6 In addition to the restrictions set forth in Section 6.3, an Award
shall be Transferable solely to the extent permitted by Section 260.140.41(d) of
Title 10 of the California Code of Regulations.

     17.7 Prior to the Listing Date, to the extent required by Section
260.140.46 of Title 10 of the California Code of Regulations, the Company shall
deliver financial statements to Participants at least annually. This subsection
shall not apply to key employees whose duties in connection with the Company
assure them access to equivalent information.

     17.8 Except as the Company or the Committee shall otherwise determine, the
Plan is intended to comply with Section 25.102(o) of the California Corporations
Code, and any provisions inconsistent with such Section of the California
Corporations Code shall be inoperative and shall not affect the validity of the
Plan.

                                 ARTICLE XVIII

                                  NAME OF PLAN

     The Plan shall be known as the "Aveta Inc. 2005 Stock Incentive Plan."


                                       36
<PAGE>



                                    EXHIBIT A

                                PERFORMANCE GOALS


     Performance goals established for purposes of the grant or vesting of
Awards of Restricted Stock, Other Stock-Based Awards and/or Performance Shares
intended to be "performance-based" under Section 162(m) of the Code shall be
based on the attainment of certain target levels of, or a specified increase or
decrease (as applicable) in one or more of the following performance goals
("Performance Goals"):

          (a)  enterprise value or value creation targets;

          (b)  after-tax or pre-tax profits, including without limitation as
               attributable to continuing and/or other operations of the
               Company;

          (c)  operational cash flow or economic value added;

          (d)  specified objectives with regard to limiting the level of
               increase in all or a portion of, the Company's bank debt or other
               long-term or short-term public or private debt or other similar
               financial obligations of the Company, which may be calculated net
               of cash balances and/or other offsets and adjustments as may be
               established by the Committee in its sole discretion;

          (e)  earnings per share or earnings per share from continuing
               operations;

          (f)  sales, revenues, net income or earnings before income tax or
               other exclusions;

          (g)  return on capital employed or return on invested capital;

          (h)  after-tax or pre-tax return on stockholder equity;

          (i)  the fair market value of the shares of the Company's Common
               Stock;

          (j)  the growth in the value of an investment in the Company's Common
               Stock assuming the reinvestment of dividends;

          (k)  a transaction that results in the sale of stock or assets of the
               Company;

          (l)  earnings before interest, taxes plus amortization and
               depreciation; or

          (m)  reduction in expenses.

     The Committee may, in its sole discretion, also exclude, or adjust to
reflect, the impact of an event or occurrence that the Committee determines
should be appropriately excluded or adjusted, including:


                                       A
<PAGE>


                    (i) restructurings, discontinued operations, extraordinary
               items or events, and other unusual or non-recurring charges;

                    (ii) an event either not directly related to the operations
               of the Company or not within the reasonable control of the
               Company's management; or

                    (iii) a change in tax law or accounting standards required
               by generally accepted accounting principles.

     Performance Goals may also be based upon individual Participant performance
goals, as determined by the Committee, in its sole discretion.

     In addition, Performance Goals may be based upon the attainment of levels
of Company (or subsidiary, division, other operational unit, administrative
department of the Company) performance under one or more of the measures
described above relative to the performance of other corporations. To the extent
permitted under Section 162(m) of the Code, but only to the extent permitted
under Section 162(m) of the Code (including, without limitation, compliance with
any requirements for stockholder approval), the Committee may:

          (a)  designate additional business criteria on which the performance
               goals may be based; or

          (b)  adjust, modify or amend the aforementioned business criteria.


                                       B