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                                                                    Exhibit 10.5

                            MEDICAL DISCOVERIES, INC.

                            2002 STOCK INCENTIVE PLAN

        1. PURPOSE. The purpose of this 2002 Stock Incentive Plan (the "Plan")
is to enable Medical Discoveries, Inc. (the "Company") to attract and retain the
services of (i) selected employees, officers and directors of the Company or any
parent or subsidiary of the Company and (ii) selected nonemployee agents,
consultants, advisers and independent contractors of the Company or any parent
or subsidiary of the Company. For purposes of this Plan, a person is considered
to be employed by or in the service of the Company if the person is employed by
or in the service of any entity (the "Employer") that is either the Company or a
parent or subsidiary of the Company.

        2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 10, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 2,000,000 shares. If an option or
Performance-Based Award granted under the Plan expires, terminates or is
canceled, the unissued shares subject to that option or Performance-Based Award
shall again be available under the Plan. If shares awarded as a bonus pursuant
to Section 7 or sold pursuant to Section 8 under the Plan are forfeited to or
repurchased by the Company, the number of shares forfeited or repurchased shall
again be available under the Plan.

        3. EFFECTIVE DATE AND DURATION OF PLAN.

               3.1 EFFECTIVE DATE. The Plan shall become effective as of July
11, 2002. No Incentive Stock Option (as defined in Section 5 below) granted
under the Plan shall become exercisable and no payments shall be made under a
Performance-Based Award, however, until the Plan is approved by the affirmative
vote of the holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present or by means of unanimous
consent resolutions, and the exercise of any Incentive Stock Options granted
under the Plan before approval shall be conditioned on and subject to that
approval. Subject to this limitation, options and Performance-Based Awards may
be granted and shares may be awarded as bonuses or sold under the Plan at any
time after the effective date and before termination of the Plan.

               3.2 DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
the shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options, Performance-Based Awards and shares
subject to restrictions then outstanding under the Plan. Termination shall not
affect any outstanding options, any outstanding Performance-Based Awards or any
right of the Company to repurchase shares or the forfeitability of shares issued
under the Plan.


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        4. ADMINISTRATION.

               4.1 BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate the
individuals to whom awards shall be made, the amount of the awards and the other
terms and conditions of the awards. Subject to the provisions of the Plan, the
Board of Directors may adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting period, accelerate
any exercise date, waive or modify any restriction applicable to shares (except
those restrictions imposed by law) and make all other determinations in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The interpretation and construction of the provisions of the Plan
and related agreements by the Board of Directors shall be final and conclusive.
The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it deems expedient to carry the Plan into effect, and
the Board of Directors shall be the sole and final judge of such expediency.

               4.2 COMMITTEE. The Board of Directors may delegate to any
committee of the Board of Directors (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to the Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee, except (i) as otherwise provided by the Board of Directors and (ii)
that only the Board of Directors may amend or terminate the Plan as provided in
Sections 3 and 11.

        5. TYPES OF AWARDS, ELIGIBILITY, LIMITATIONS. The Board of Directors
may, from time to time, take the following actions, separately or in
combination, under the Plan: (i) grant Incentive Stock Options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as
provided in Sections 6.1 and 6.2; (ii) grant options other than Incentive Stock
Options ("Non-Statutory Stock Options") as provided in Sections 6.1 and 6.3;
(iii) award stock bonuses as provided in Section 7; (iv) sell shares subject to
restrictions as provided in Section 8; and (v) award Performance-Based Awards as
provided in Section 9. Awards may be made to employees, including employees who
are officers or directors, and to other individuals described in Section 1
selected by the Board of Directors; provided, however, that only employees of
the Company or any parent or subsidiary of the Company (as defined in
subSections 424(e) and 424(f) of the Code) are eligible to receive Incentive
Stock Options under the Plan. The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the action taken with
respect to each individual to whom an award is made. At the discretion of the
Board of Directors, an individual may be given an election to surrender an award
in exchange for the grant of a new award.

        6. OPTION GRANTS.

                6.1 GENERAL RULES RELATING TO OPTIONS.

                      6.1-1 TERMS OF GRANT. The Board of Directors may grant
options under the Plan. With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the option, the
exercise price, the period of the option, the time or


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times at which the option may be exercised and whether the option is an
Incentive Stock Option or a Non-Statutory Stock Option. At the time of the grant
of an option or at any time thereafter, the Board of Directors may provide that
an optionee who exercised an option with Common Stock of the Company shall
automatically receive a new option to purchase additional shares equal to the
number of shares surrendered and may specify the terms and conditions of such
new options.

                      6.1-2 EXERCISE OF OPTIONS. Except as provided in Section
6.1-4 or as determined by the Board of Directors, no option granted under the
Plan may be exercised unless at the time of exercise the optionee is employed by
or in the service of the Company and shall have been so employed or provided
such service continuously since the date the option was granted. Except as
provided in Sections 6.1-4 and 10, options granted under the Plan may be
exercised from time to time over the period stated in each option in amounts and
at times prescribed by the Board of Directors, provided that options may not be
exercised for fractional shares. Unless otherwise determined by the Board of
Directors, if an optionee does not exercise an option in any one year for the
full number of shares to which the optionee is entitled in that year, the
optionee's rights shall be cumulative and the optionee may purchase those shares
in any subsequent year during the term of the option.

                      6.1-3 NONTRANSFERABILITY. Each Incentive Stock Option and,
unless otherwise determined by the Board of Directors, each other option granted
under the Plan by its terms (i) shall be nonassignable and nontransferable by
the optionee, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the optionee's
domicile at the time of death, and (ii) during the optionee's lifetime, shall be
exercisable only by the optionee.

                      6.1-4 TERMINATION OF EMPLOYMENT OR SERVICE.

                             6.1-4(a) GENERAL RULE. Unless otherwise determined
by the Board of Directors, if an optionee's employment or service with the
Company terminates for any reason other than because of total disability or
death as provided in Sections 6.1-4(b) and (c), his or her option may be
exercised at any time before the expiration date of the option or the expiration
of 30 days after the date of termination, whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option at
the date of termination.

                             6.1-4(b) TERMINATION BECAUSE OF TOTAL DISABILITY.
Unless otherwise determined by the Board of Directors, if an optionee's
employment or service with the Company terminates because of total disability,
his or her option may be exercised at any time before the expiration date of the
option or before the date 12 months after the date of termination, whichever is
the shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of termination. The term "total disability"
means a medically determinable mental or physical impairment that is expected to
result in death or has lasted or is expected to last for a continuous period of
12 months or more and that, in the opinion of the Company and two independent
physicians, causes the optionee to be unable to perform his or her duties as an
employee, director, officer or consultant of the Employer and


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unable to be engaged in any substantial gainful activity. Total disability shall
be deemed to have occurred on the first day after the two independent physicians
have furnished their written opinion of total disability to the Company and the
Company has reached an opinion of total disability.

                             6.1-4(c) TERMINATION BECAUSE OF DEATH. Unless
otherwise determined by the Board of Directors, if an optionee dies while
employed by or providing service to the Company, his or her option may be
exercised at any time before the expiration date of the option or before the
date 12 months after the date of death, whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option at
the date of death and only by the person or persons to whom the optionee's
rights under the option shall pass by the optionee's will or by the laws of
descent and distribution of the state or country of domicile at the time of
death.

                             6.1-4(d) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO
TERMINATION. The Board of Directors may at any time extend the 30-day and
12-month exercise periods any length of time not longer than the original
expiration date of the option. The Board of Directors may at any time increase
the portion of an option that is exercisable, subject to terms and conditions
determined by the Board of Directors.

                             6.1-4(e) FAILURE TO EXERCISE OPTION. To the extent
that the option of any deceased optionee or any optionee whose employment or
service terminates is not exercised within the applicable period, all further
rights to purchase shares pursuant to the option shall cease and terminate.

                             6.1-4(f) LEAVE OF ABSENCE. Absence on leave
approved by the Employer or on account of illness or disability shall not be
deemed a termination or interruption of employment or service. Unless otherwise
determined by the Board of Directors, vesting of options shall continue during a
medical, family or military leave of absence, whether paid or unpaid, and
vesting of options shall be suspended during any other unpaid leave of absence.

                      6.1-5 PURCHASE OF SHARES.

                             6.1-5(a) NOTICE OF EXERCISE. Unless the Board of
Directors determines otherwise, shares may be acquired pursuant to an option
granted under the Plan only upon the Company's receipt of written notice from
the optionee of the optionee's binding commitment to purchase shares, specifying
the number of shares the optionee desires to purchase under the option and the
date on which the optionee agrees to complete the transaction, and, if required
to comply with the Securities Act of 1933, containing a representation that it
is the optionee's intention to acquire the shares for investment and not with a
view to distribution.

                             6.1-5(b) PAYMENT. Unless the Board of Directors
determines otherwise, on or before the date specified for completion of the
purchase of shares pursuant to an option exercise, the optionee must pay the
Company the full purchase price of those shares


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in cash or by check or, with the consent of the Board of Directors, in whole or
in part, in Common Stock of the Company valued at fair market value, restricted
stock or other contingent awards denominated in either stock or cash, promissory
notes and other forms of consideration. Unless otherwise determined by the Board
of Directors, any Common Stock provided in payment of the purchase price must
have been previously acquired and held by the optionee for at least six months.
The fair market value of Common Stock provided in payment of the purchase price
shall be the closing price of the Common Stock last reported before the time
payment in Common Stock is made or, if earlier, committed to be made, if the
Common Stock is publicly traded, or another value of the Common Stock as
specified by the Board of Directors. No shares shall be issued until full
payment for the shares has been made, including all amounts owed for tax
withholding. With the consent of the Board of Directors, an optionee may request
the Company to apply automatically the shares to be received upon the exercise
of a portion of a stock option (even though stock certificates have not yet been
issued) to satisfy the purchase price for additional portions of the option.

                             6.1-5(c) TAX WITHHOLDING. Each optionee who has
exercised an option shall, immediately upon notification of the amount due, if
any, pay to the Company in cash or by check amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required (as a result of exercise of an option or as a
result of disposition of shares acquired pursuant to exercise of an option)
beyond any amount deposited before delivery of the certificates, the optionee
shall pay such amount, in cash or by check, to the Company on demand. If the
optionee fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the optionee, including
salary, subject to applicable law. With the consent of the Board of Directors,
an optionee may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from the shares to be issued upon exercise or by delivering
to the Company other shares of Common Stock; provided, however, that the number
of shares so withheld or delivered shall not exceed the minimum amount necessary
to satisfy the required withholding obligation.

                             6.1-5(d) REDUCTION OF RESERVED SHARES. Upon the
exercise of an option, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued upon exercise of the option
(less the number of any shares surrendered in payment for the exercise price or
withheld to satisfy withholding requirements).

                      6.1-6 LIMITATIONS ON GRANTS TO NON-EXEMPT EMPLOYEES.
Unless otherwise determined by the Board of Directors, if an employee of the
Company or any parent or subsidiary of the Company is a non-exempt employee
subject to the overtime compensation provisions of Section 7 of the Fair Labor
Standards Act (the "FLSA"), any option granted to that employee shall be subject
to the following restrictions: (i) the option price shall be at least 85 percent
of the fair market value, as described in Section 6.2-4, of the Common Stock
subject to the option on the date it is granted; and (ii) the option shall not
be exercisable until at least six months after the date it is granted; provided,
however, that this six-month restriction on exercisability will cease to apply
if the employee dies, becomes disabled or retires, there is


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a change in ownership of the Company, or in other circumstances permitted by
regulation, all as prescribed in Section 7(e)(8)(B) of the FLSA.

               6.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:

                      6.2-1 LIMITATION ON AMOUNT OF GRANTS. If the aggregate
fair market value of stock (determined as of the date the option is granted) for
which Incentive Stock Options granted under this Plan (and any other stock
incentive plan of the Company or its parent or subsidiary corporations, as
defined in subSections 424(e) and 424(f) of the Code) are exercisable for the
first time by an employee during any calendar year exceeds $100,000, the portion
of the option or options not exceeding $100,000, to the extent of whole shares,
will be treated as an Incentive Stock Option and the remaining portion of the
option or options will be treated as a Non-Statutory Stock Option. The preceding
sentence will be applied by taking options into account in the order in which
they were granted. If, under the $100,000 limitation, a portion of an option is
treated as an Incentive Stock Option and the remaining portion of the option is
treated as a Non-Statutory Stock Option, unless the optionee designates
otherwise at the time of exercise, the optionee's exercise of all or a portion
of the option will be treated as the exercise of the Incentive Stock Option
portion of the option to the full extent permitted under the $100,000
limitation. If an optionee exercises an option that is treated as in part an
Incentive Stock Option and in part a Non-Statutory Stock Option, the Company
will designate the portion of the stock acquired pursuant to the exercise of the
Incentive Stock Option portion as Incentive Stock Option stock by issuing a
separate certificate for that portion of the stock and identifying the
certificate as Incentive Stock Option stock in its stock records.

                      6.2-2 LIMITATIONS ON GRANTS TO 10 PERCENT SHAREHOLDERS. An
Incentive Stock Option may be granted under the Plan to an employee possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary (as defined in subSections 424(e) and
424(f) of the Code) only if the option price is at least 110 percent of the fair
market value, as described in Section 6.2-4, of the Common Stock subject to the
option on the date it is granted and the option by its terms is not exercisable
after the expiration of five years from the date it is granted.

                      6.2-3 DURATION OF OPTIONS. Subject to Sections 6.1-2,
6.1-4 and 6.2-2, Incentive Stock Options granted under the Plan shall continue
in effect for the period fixed by the Board of Directors, except that by its
terms no Incentive Stock Option shall be exercisable after the expiration of 10
years from the date it is granted.

                      6.2-4 OPTION PRICE. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided in
Section 6.2-2, the option price shall not be less than 100 percent of the fair
market value of the Common Stock covered by the Incentive Stock Option at the
date the option is granted. The fair market value shall be the closing price of
the Common Stock last reported before the time the option is granted, if the
stock is publicly traded, or another value of the Common Stock as specified by
the Board of Directors.


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                      6.2-5 LIMITATION ON TIME OF GRANT. No Incentive Stock
Option shall be granted on or after the tenth anniversary of the last action by
the Board of Directors adopting the Plan or approving an increase in the number
of shares available for issuance under the Plan, which action was subsequently
approved within 12 months by the shareholders.

                      6.2-6 EARLY DISPOSITIONS. If within two years after an
Incentive Stock Option is granted or within 12 months after an Incentive Stock
Option is exercised, the optionee sells or otherwise disposes of Common Stock
acquired on exercise of the Option, the optionee shall within 30 days of the
sale or disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.).

               6.3 NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options
shall be subject to the following terms and conditions, in addition to those set
forth in Section 6.1 above:

                      6.3-1 OPTION PRICE. The option price for Non-Statutory
Stock Options shall be determined by the Board of Directors at the time of grant
and may be any amount determined by the Board of Directors.

                      6.3-2 DURATION OF OPTIONS. Non-Statutory Stock Options
granted under the Plan shall continue in effect for the period fixed by the
Board of Directors.

        7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.


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        8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for any consideration (including promissory notes and services) determined
by the Board of Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares issued, together with any other
restrictions determined by the Board of Directors. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which shall
be executed by the Company and the prospective purchaser of the shares before
the delivery of certificates representing the shares to the purchaser. The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

        9. PERFORMANCE-BASED AWARDS. The Board of Directors may grant awards
intended to qualify as qualified performance-based compensation under Section
162(m) of the Code and the regulations thereunder ("Performance-Based Awards").
Performance-Based Awards shall be denominated at the time of grant either in
Common Stock ("Stock Performance Awards") or in dollar amounts ("Dollar
Performance Awards"). Payment under a Stock Performance Award or a Dollar
Performance Award shall be made, at the discretion of the Board of Directors, in
Common Stock ("Performance Shares"), or in cash or in any combination thereof.
Performance-Based Awards shall be subject to the following terms and conditions:

               9.1 AWARD PERIOD. The Board of Directors shall determine the
period of time for which a Performance-Based Award is made (the "Award Period").

               9.2 PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall
establish in writing objectives ("Performance Goals") that must be met by the
Company or any subsidiary, division or other unit of the Company ("Business
Unit") during the Award Period as a condition to payment being made under the
Performance-Based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: earnings,
earnings per share, stock price increase, total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value


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added, revenues, operating income, inventories, inventory turns, cash flows or
any of the foregoing before the effect of acquisitions, divestitures, accounting
changes, and restructuring and special charges (determined according to criteria
established by the Board of Directors). The Board of Directors shall also
establish the number of Performance Shares or the amount of cash payment to be
made under a Performance-Based Award if the Performance Goals are met or
exceeded, including the fixing of a maximum payment. The Board of Directors may
establish other restrictions to payment under a Performance-Based Award, such as
a continued employment requirement, in addition to satisfaction of the
Performance Goals. Some or all of the Performance Shares may be issued at the
time of the award as restricted shares subject to forfeiture in whole or in part
if Performance Goals or, if applicable, other restrictions are not satisfied.

               9.3 COMPUTATION OF PAYMENT. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Goals. If the Performance Goals are
not met, no payment shall be made under a Performance-Based Award. If the
Performance Goals are met or exceeded, the Board of Directors shall certify that
fact in writing and certify the number of Performance Shares earned or the
amount of cash payment to be made under the terms of the Performance-Based
Award.

               9.4 TAX WITHHOLDING. Each participant who has received
Performance Shares shall, upon notification of the amount due, pay to the
Company in cash or by check amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If the participant fails to pay
the amount demanded, the Company or the Employer may withhold that amount from
other amounts payable to the participant, including salary, subject to
applicable law. With the consent of the Board of Directors, a participant may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from any shares to be issued or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so
delivered or withheld shall not exceed the minimum amount necessary to satisfy
the required withholding obligation.

               9.5 EFFECT ON SHARES AVAILABLE. The payment of a
Performance-Based Award in cash shall not reduce the number of shares of Common
Stock reserved for issuance under the Plan. The number of shares of Common Stock
reserved for issuance under the Plan shall be reduced by the number of shares
issued upon payment of an award, less the number of shares delivered or withheld
to satisfy withholding obligations.

        10. CHANGES IN CAPITAL STRUCTURE.

               10.1 STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares, dividend payable in
shares, recapitalization or reclassification, appropriate adjustment shall be
made by the Board of Directors in the number and kind of shares available for
grants under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind


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of shares as to which outstanding options, or portions thereof then unexercised,
shall be exercisable, so that the optionee's proportionate interest before and
after the occurrence of the event is maintained. Notwithstanding the foregoing,
the Board of Directors shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Board of Directors. Any such adjustments made by the
Board of Directors shall be conclusive.

               10.2 MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company (each, a "Transaction"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan:

                      10.2-1 Outstanding options shall remain in effect in
accordance with their terms.

                      10.2-2 Outstanding options shall be converted into options
to purchase stock in one or more of the corporations, including the Company,
that are the surviving or acquiring corporations in the Transaction. The amount,
type of securities subject thereto and exercise price of the converted options
shall be determined by the Board of Directors of the Company, taking into
account the relative values of the companies involved in the Transaction and the
exchange rate, if any, used in determining shares of the surviving
corporation(s) to be held by holders of shares of the Company following the
Transaction. Unless otherwise determined by the Board of Directors, the
converted options shall be vested only to the extent that the vesting
requirements relating to options granted hereunder have been satisfied.

                      10.2-3 The Board of Directors shall provide a period of 30
days or less before the completion of the Transaction during which outstanding
options may be exercised to the extent then exercisable, and upon the expiration
of that period, all unexercised options shall immediately terminate. The Board
of Directors may, in its sole discretion, accelerate the exercisability of
options so that they are exercisable in full during that period.

               10.3 DISSOLUTION OF THE COMPANY. In the event of the dissolution
of the Company, options shall be treated in accordance with Section 10.2-3.

               10.4 RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors
may also grant options and stock bonuses and Performance-Based Awards and issue
restricted stock under the Plan with terms, conditions and provisions that vary
from those specified in the Plan, provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options,
stock bonuses, Performance-Based Awards and restricted stock granted, awarded or
issued by another corporation and assumed or otherwise agreed to be provided for
by the Company pursuant to or by reason of a Transaction.


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        11. AMENDMENT OF THE PLAN. The Board of Directors may at any time modify
or amend the Plan in any respect. Except as provided in Section 10, however, no
change in an award already granted shall be made without the written consent of
the holder of the award if the change would adversely affect the holder.

        12. APPROVALS. The Company's obligations under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate state or federal securities laws.

        13. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of an Employer or interfere in any way with the
Employer's right to terminate the employee's employment at will at any time, for
any reason, with or without cause, or to decrease the employee's compensation or
benefits, or (ii) confer upon any person engaged by an Employer any right to be
retained or employed by the Employer or to the continuation, extension, renewal
or modification of any compensation, contract or arrangement with or by the
Employer.

        14. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any shares of Common Stock
until the date the recipient becomes the holder of record of those shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date occurs before the date
the recipient becomes the holder of record.



Adopted: July 11, 2002







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