EXHIBIT 10.3

                         KERYX BIOPHARMACEUTICALS, INC.

                             2000 STOCK OPTION PLAN
                           (As Amended - May 13, 2003)

      1. PURPOSES OF THE PLAN

            The purposes of this Stock Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, Directors and Consultants, and to promote the
success of the Company's business. The Company intends that these purposes will
be effected by the granting of incentive stock options ("Incentive Options") as
defined in Section 422 of the United States Internal Revenue Code of 1986, as
amended (the "Code"), nonqualified stock options ("Nonqualified Options"),
restricted stock ("Restricted Stock Awards"), unrestricted stock ("Unrestricted
Stock Awards"), performance shares ("Performance Share Awards"), and stock
appreciation rights ("Stock Appreciation Rights").

      2. DEFINITIONS

            (a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 hereof.

            (b) "Applicable Laws" means the requirements relating to the
administration of share option plans under U.S. state corporate laws, U.S.
federal and state securities laws, and the rules promulgated thereunder, U.S.
tax laws, the stock exchange or quotation system on which the Shares are listed
or quoted and the applicable laws of any country or jurisdiction where the
Shares are registered or Awards are granted under the Plan.

            (c) "Award" means Options, Restricted Stock Awards, Unrestricted
Stock Awards, Performance Share Awards, and Stock Appreciation Rights.

            (d) "Award Agreement" means a written agreement between the Company
and a Grantee evidencing the terms and conditions of an individual Award grant.

            (e) "Award Share" means the Shares subject to an Award.

            (f) "Board" means the Board of Directors of the Company.

            (g) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.

            (h) "Company" means Keryx Biopharmaceuticals, Inc., a corporation
formed under the laws of the State of Delaware.


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            (i) "Consultant" means any person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory services to such
entity.

            (j) "Director" means a member of the Board.

            (k) "Employee" means any person, including officers of the Company
(within the meaning of the U.S. Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder), and Directors employed by the
Company or any Parent or Subsidiary of the Company. A person employed by the
Company or any Parent or Subsidiary shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, any Parent, any
Subsidiary, or any successor. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company for purposes of granting Incentive Options.

            (l) "Fair Market Value" means, as of any date, the value of a Share
determined as follows:

                  (i) If the Shares are listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, Fair Market
Value shall be the closing sales price for such Shares (or the closing bid, if
no sales were reported) as quoted on such exchange or system for the last full
market trading day immediately prior to the time of determination as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                  (ii) If the Shares are regularly quoted by a recognized
securities dealer but selling prices are not reported, Fair Market Value shall
be the mean between the high bid and low asked prices for the Shares on the last
full market trading day immediately prior to the day of determination; or

                  (iii) In the absence of an established market for the Shares,
Fair Market Value thereof shall be determined in good faith by the
Administrator.

            (m) "Grantee" means the holder of an outstanding Award granted under
the Plan.

            (n) "Non-employee Director" means a Director who is not also an
employee or officer of the Company or any Parent or Subsidiary.

            (o) "Option" means an Incentive Option or a Nonqualified Option.

            (p) "Parent" means any company other than the Company, whether now
or hereafter existing, in an unbroken chain of companies ending with the Company
if, at the time of the granting of the Award, each of the companies other than
the Company owns shares possessing 50 percent or more of the total combined
voting power of all classes of shares in one of the other companies in such
chain.

            (q) "Plan" means this Keryx Biopharmaceuticals, Inc. 2000 Stock
Option Plan.


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            (r) "Repurchaser" means (i) the Company, if permitted by Applicable
Laws; (ii) if the Company is not permitted by Applicable Laws, then any
affiliate or subsidiary of the Company designated by the Board; or (iii) if the
Board so decides, any other third party or parties designated by the Board,
provided in no case shall the Company provide financial assistance to any other
party to purchase the Awards if doing so is prohibited by Applicable Laws.

            (s) "Service Provider" means an Employee, Director or Consultant.

            (t) "Share" means a share of the Company's common stock having a par
value of $0.001, as adjusted in accordance with Section 16 below.

            (u) "Subsidiary" means any company other than the Company, whether
now or hereafter existing, in an unbroken chain of companies beginning with the
Company if, at the time of the granting of the Option, each of the companies
other than the last company in an unbroken chain owns shares possessing 50
percent or more of the total combined voting power of all classes of shares in
one of the other companies in such chain.

      3. AUTHORIZED SHARES

            (a) Options, Restricted Shares, Unrestricted Shares and Performance
Share Awards may be granted under the Plan subject to the provisions of Section
16 of the Plan, for up to an aggregate of 2,970,000 Shares.

            (b) If an Award expires or becomes unexercisable without having been
exercised in full, the unpurchased Award Shares which were subject thereto shall
become available for future grant under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan shall not be returned to the Plan and shall not become available for
future grant under the Plan.

      4. ADMINISTRATION

            (a) Procedure. The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to comply
with Applicable Laws.

            (b) Powers of the Administrator. Subject to the terms and conditions
of the Plan, and in the case of a Committee, the specific duties delegated by
the Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority, in its discretion:

                  (i) to determine Fair Market Value;

                  (ii) to select the Service Providers to whom Awards may from
time to time be granted hereunder;

                  (iii) to determine from time to time the Awards to be granted
to eligible persons under the Plan and to prescribe the terms and conditions
(which need not be identical) of Awards granted under the Plan to such persons;


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                  (iv) to approve forms of the Award Agreements for use under
the Plan;

                  (v) to determine the terms and conditions of any Award granted
hereunder, including, without limitation, the vesting schedule, and whether and
to what extent an Option shall be an Incentive Option;

                  (vi) to determine whether and under what circumstances an
Award may be settled in cash as set forth under subsection 14(f) instead of
Shares;

                  (vii) to reduce the exercise price of any Award to the then
current Fair Market Value, if the Fair Market Value of the Shares covered by
such Award has declined since the date the Award was granted;

                  (viii) to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the Company with
respect to the Plan, including but not limited to prescribe, amend and rescind
any rules related to the Plan;

                  (ix) to amend any outstanding Award, subject to Section 17
hereof, and to accelerate the vesting or extend the exercisability of any Award
and to waive conditions or restrictions on any Award, to the extent it shall
deem appropriate;

                  (x) subject to Applicable Laws, to allow Grantees to satisfy
withholding tax obligations by electing to have the Company, if permitted under
Applicable Laws, withhold from the Shares to be issued upon exercise of an Award
that number of Shares having a Fair Market Value equal to the amount required to
be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined. All elections by Grantees to have Shares withheld for this purpose
shall be made in such form and under such conditions as the Administrator may
deem necessary or advisable; and

                  (xi) to construe and interpret the terms of the Plan the Award
Agreements and Awards.

            (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Grantees.

            (d) Grants to Committee Members. If the Administrator is a Committee
appointed by the Board, the grant of Awards under the Plan to members of such
Committee, if any, shall be made by the Board and not by such Committee.

      5. ELIGIBILITY

            (a) General. Incentive Options may be granted only to officers or
other employees of the Company or any Parent or Subsidiary, including to members
of the Board who are also officers or employees of the Company or any Parent or
Subsidiary. All other Awards may be granted to officers or other employees of
the Company, its Parent or Subsidiary and to Consultants and Non-employee
Directors. Nonqualified Options shall be granted to Non-employee Directors
pursuant to Section 8. In addition to the automatic grants set forth in Section
8, Nonqualified Options may be granted to


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Non-employee Directors in the discretion of the Administrator, but such Option
Awards shall be made subject to approval by the stockholders of the Company.

            (b) Limit on Incentive Option Grants. Notwithstanding any other
provision of the Plan, the aggregate fair market value (determined as of the
time an Incentive Option is granted) of the Shares with respect to which
Incentive Options are exercisable for the first time by any individual during
any calendar year (under all plans of the Company, or any Parent or Subsidiary,
if any) shall not exceed $100,000.

            (c) Continuing Relationship. The Plan and the Award Agreements shall
not confer upon any Grantee any right with respect to continuing the Grantee's
relationship as a Service Provider with the Company or its Parent or Subsidiary,
nor shall it interfere in any way with his or her right or the Company's right,
or the right of its Parent or Subsidiary, subject to any employment agreements,
to terminate such relationship at any time, with or without cause.

            (d) Award Agreements. Subject to the terms and conditions of the
Plan, each Award Agreement shall contain provisions as the Committee shall from
time to time deem appropriate. Award Agreements need not be identical, but each
Award Agreement shall include by appropriate language the substance of the
applicable provisions set forth herein, and any such provision may be included
in the Award Agreement by reference to the Plan. In the case of a conflict
between the terms of any Award Agreement and the Plan, the terms of the Plan
shall control in all cases.

      6. TERM OF THE PLAN

      The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years after the earlier of its
adoption by the Board or its approval by the Company's stockholders, unless
sooner terminated under Section 17 of the Plan.

      7. OPTION AWARDS

            (a) Expiration. Unless otherwise stated in the Award Agreement, each
Option shall expire on the tenth anniversary of the date on which the Award was
granted, as specified in the Award Agreement.

            (b) Exercise; Minimum Shares Exercisable. Each Award shall be
exercisable in such installments (which need not be equal) and at such times as
may be designated by the Committee. The minimum number of shares with respect to
which an Award may be exercised at any time shall be one hundred (100) shares,
or such lesser number as is subject to exercise under the Option at the time. To
the extent not exercised, installments shall accumulate and be exercisable, in
whole or in part, at any time after becoming exercisable, but not later than the
date the Award expires.

            (c) Purchase Price. The purchase price per Share subject to each
Award shall be determined by the Administrator on the effective date of grant,
but may not be less than 85% of the Fair Market Value of the Shares on the
effective date of grant; provided, however, that the purchase price per Share
subject to each Incentive Option shall be not less than the Fair Market Value of
the Shares on the effective date of grant.


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            (d) Transfer. No Award granted hereunder shall be transferable by
the Grantee other than by will or by the laws of descent and distribution.
Awards may be exercised during the Grantee's lifetime only by the Grantee, or
his or her guardian or legal representative. Notwithstanding the foregoing,
Nonqualified Options may be transferred without consideration to members of the
Grantee's immediate family, to trusts for the benefit of such family members, to
partnerships in which such family members are the only partners and to charities
unless otherwise provided in the applicable Award Agreement.

            (e) Award Agreement to Israeli Grantees. At the discretion of the
Administrator, the Award Agreement to Israeli Grantees may contain specific
provisions relating to the allocation of Options to a Trustee on behalf of the
Grantees and additional provisions as may be deemed appropriate pursuant to
relevant changes in tax legislation in Israel.

      8. OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS

            (a) Automatic Grant. Each Non-Employee Director shall automatically
be granted on the day he or she first becomes Director, a Non-qualified Option
to acquire 25,000 Shares and each Non-employee Director who is serving as
Director of the Company on the next business day after the adjournment of each
annual stockholders meeting, after the 2000 annual meeting, shall automatically
be granted on such day a Nonqualified Option to acquire 5,000 Shares. The
exercise price per share for the Shares covered by an Award Agreement granted
under this Section 8 shall be equal to the Fair Market Value of the Shares on
the date the Award is granted. An Award granted hereunder shall be subject to
the provisions set forth in Section 7 unless provided otherwise in the Award
Agreement.

            (b) Exercise. An Award granted under this Section 8 shall become
exercisable in accordance with the Award Agreement. Awards granted under this
Section 8 may be exercised only by the written notice to the Company specifying
the number of Shares to be purchased and tender of the full purchase price of
the Shares pursuant to one or more of the methods specified in Section 15(a)
hereof.

            (c) Transfer. No Award granted hereunder shall be transferable by
the Grantee other than by will or by the laws of descent and distribution.
Awards may be exercised during the Grantee's lifetime only by the Grantee, or
his or her guardian or legal representative. Notwithstanding the foregoing,
Nonqualified Options may be transferred without consideration to members of the
Grantee's immediate family, to trusts for the benefit of such family members, to
partnerships in which such family members are the only partners and to charities
unless otherwise provided in the applicable Award Agreement.

      9. RESTRICTED STOCK AWARDS

            (a) Nature of Restricted Stock Awards. A Restricted Stock Award is
an Award entitling the recipient to acquire Shares, at par value or such other
purchase price determined by the Administrator subject to such restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Conditions may be based, among other things, on continuing employment
(or other business relationship) and/or achievement of pre-established
performance


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goals and objectives.

            (b) Rights as Stockholder. Upon execution of a written instrument
setting forth the Restricted Stock Award and paying any applicable purchase
price, Grantee shall have the rights of a stockholder with the respect to the
voting of the Restricted Stock, subject to such conditions and terms contained
in the written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in Section 9(d) below.

            (c) Transfer. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the written instrument evidencing the
Restricted Stock Award. If a Grantee's employment (or other business
relationship) with the Company or its Parent or Subsidiary terminates for any
reason, the Company shall have the right to repurchase all shares of Restricted
Stock with the respect to which conditions have not lapsed at their purchase
price, from the Grantee or the Grantee's legal representative.

            (d) Conditions of Vesting. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the Shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator at any time, a Grantee's rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon
Grantee's termination of employment (or other business relationship with the
Company and its Subsidiary) and such shares shall either be forfeited or subject
to the Company's right of repurchase as provided in this Section 9.

            (e) Payment. The Award Agreement evidencing the Restricted Stock
Award may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.

      10. UNRESTRICTED STOCK AWARDS

            (a) Nature of Unrestricted Stock Awards. The Administrator may, in
its sole discretion, grant (or sell at a purchase price determined by the
Administrator) an Unrestricted Stock Award, pursuant to which the Grantee may
receive Shares free of any restrictions under the Plan. Unrestricted Stock
Awards may be granted or sold as described in the preceding sentence in respect
of past services or other valid consideration, or in lieu of cash compensation
due to such Grantee.

            (b) Deferral of Receipt of Award. The Administrator may permit the
Grantee of any Unrestricted Stock Award to elect in advance to defer receipt of
such Award in accordance with such rules and procedures as may be established by
the Administrator for that purpose.

            (c) Transfer. The right to receive Shares on a deferred basis may
not be sold, assigned, transferred, pledged or otherwise encumbered, other than
by will or the laws of decent and


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distribution.

      11. PERFORMANCE SHARE AWARDS

            (a) Nature of Performance Share Awards. A Performance Share Award is
an Award entitling the recipient to receive Shares upon the attainment of
performance goals specified in the Award Agreement. The Administrator in its
sole discretion shall determine whether and to whom Performance Share Awards
shall be made, the performance goals applicable under each such Award, the
periods during which performance is measured, the price, if any, to be paid by
the Grantee for such Performance Shares upon the achievement of the performance
goals, and all other limitations and conditions applicable to the Performance
Share Awards.

            (b) Restrictions on Transfer. Unless otherwise permitted by the
Administrator, Performance Share Awards and all rights with respect to such
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.

            (c) Rights as a Stockholder. A Service Provider receiving a
Performance Share Award shall have the rights of a stockholder only as to Shares
actually received by the Service Provider under the Plan and only upon
satisfaction of all conditions specified in the Award Agreement evidencing the
Performance Share Award (or in a performance plan adopted by the Administrator).

            (d) Termination. Except as may otherwise be provided by the
Administrator, at any time prior to termination of employment (or other business
relationship), a Service Provider's rights in all Performance Share Awards shall
automatically terminate upon the termination of his or her employment (or
business relationship) with the Company and any Parent or Subsidiary for any
reason.

      12. STOCK APPRECIATION RIGHTS AWARDS

            (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right
is an Award entitling the recipient to receive an amount in cash in an amount
equal to the excess of the Fair Market Value of a Share, on the date of exercise
over the exercise price per Stock Appreciation Right set by the Administrator at
the time of grant, which price shall not be less than 85% of the Fair Market
Value of the Shares on the grant date (or of the option exercise price per
share, if the Stock Appreciation Right was granted in tandem with an Option)
multiplied by the number of Shares with respect to which the Stock Appreciation
Right shall have been exercised.

            (b) Grant of Stock Appreciation Rights. A Stock Appreciation Right
may be granted by the Administrator in tandem with, or independently of, any
Award granted pursuant to the Plan (other than Options granted pursuant to
Section 8). In the case of a Stock Appreciation Right granted in tandem with a
Nonqualified Option, such Stock Appreciation Right may be granted either at or
after the time of the grant of such Option. In the case of a Stock Appreciation
Right granted in tandem with an Incentive Option, such Stock Appreciation Right
may be granted only at the time of the grant of the Incentive Option.


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            (c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Committee, subject to the following:

                  (i) Stock Appreciation Rights granted in tandem with an Option
shall be exercisable at such time or times and to the extent that the related
Option shall be exercisable.

                  (ii) A Stock Appreciation Right or applicable portion thereof
granted in tandem with an Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Option. Upon exercise of Stock
Appreciation Right, the applicable portion of any related Option shall be
surrendered.

                  (iii) Stock Appreciation Rights granted in tandem with an
Option shall be transferable only when and to the extent that the underlying
Option would be transferable. Unless otherwise permitted by the Administrator,
Stock Appreciation Rights not granted in tandem with an Option shall not be
transferable otherwise than by will or the laws of descent or distribution. All
Stock Appreciation Rights shall be exercisable during the Grantee's lifetime
only by the Grantee, the Grantee's legal representative or a permitted
transferee.

      13. CONDITIONS UPON ISSUANCE OF SHARES

            (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award, the method of payment
and the issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

            (b) Investment Representations. As a condition to the exercise of an
Award, the Administrator may require the person exercising such Award to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment purposes and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is in the best interests of the Company.

      14. METHOD OF EXERCISE

            (a) Delivery of Notice. Any Award granted under the Plan may be
exercised by the Grantee in whole or, subject to Section 7(b) hereof, in part by
delivering to the Company on any business day a written notice stating the
number of Shares the Grantee then desires to purchase.

            (b) Procedure for Exercise; Rights as a Stockholder. Any Award
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and/or
set forth in the Award Agreement. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder shall be tolled during any unpaid leave of
absence other than leave pursuant to law. An Award may not be exercised for a
fraction of a Share.


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A pro rata cash payment will be made to a Grantee in lieu of fractional shares
that may be due to such Grantee upon exercise of an Award.

            An Award shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Award, and (ii) full payment for the Shares with
respect to which the Award is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by Applicable Laws, the Award Agreement and the Plan. Shares issued
upon exercise of an Award shall be issued in the name of the Grantee or, if
requested by the Grantee, in the name of the Grantee and his or her spouse, or
in the name of a valid transferee. Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Award. To avoid doubt, until the Shares are
issued, such Grantee shall not have the right to vote at any meeting of the
stockholders of the Company, nor shall the Grantees be deemed to be a class of
stockholders or creditors of the Company. Upon their issuance, the Shares shall
carry equal voting rights as the common stock of the company on all matters
where such vote is permitted by Applicable Law. The Company shall issue (or
cause to be issued) such Shares promptly after the Award is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 16 of
the Plan.

            If any law or regulation requires the Company to take any action
with respect to the Shares specified in such notice before the issuance thereof,
then the date of their issuance shall be delayed for the period necessary to
take such action.

            Exercise of an Award in any manner shall result in a decrease in the
number of Shares thereafter available, for delivery under the Award, by the
number of Shares as to which the Award is exercised.

            (c) Termination of Relationship as a Service Provider. Unless the
Administrator determines that a longer period is applicable or such longer
period is otherwise set forth in the Award Agreement, if a Grantee ceases to be
a Service Provider, other than upon the Grantee's death or Disability (as
defined below), the Grantee may exercise his or her Award within a period of
ninety (90) days following the Grantee's termination to the extent that the
Award is vested on the date of termination (but in no event later than the
expiration of such Award as set forth in the Award Agreement). Notwithstanding
the foregoing, should the Grantee's termination be for cause (as determined by
the Company), such period shall not exceed thirty (30) days following the
Grantee's termination. Unless otherwise determined by the Administrator, if, on
the date of termination, the Grantee is not vested as to his or her entire
Award, the unvested portion shall not be exercisable and the Shares covered by
the unvested portion of the Award shall revert to the Plan. If, after
termination, the Grantee does not exercise within the time specified by the
Award Agreement, the Plan or the Administrator the portion of his or her Award
that had vested, the vested portion of the Award shall terminate, and the Shares
covered by such portion shall revert to the Plan.

            (d) Disability of Grantee. If a Grantee ceases to be a Service
Provider as a result of a physical or mental impairment, which has lasted or is
expected to last for a continuous period of not less than 12 months and which
causes the Grantee's total and permanent disability to engage in any


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substantial gainful activity, or for such other period and/or such other
conditions as are specifically provided in the Award Agreement or any other
agreement between a Grantee and the Company ("Disability"), the Grantee may
exercise his or her Award within such period of time as is specified in the
Award Agreement (such period shall be at least six (6) months) to the extent the
Award is vested on the date of termination, but in no event later than the
expiration date of the term of such Award as set forth in the Award Agreement.
In the absence of a specified time in the Award Agreement, the Award shall
remain exercisable for twelve (12) months following the Grantee's termination.
If, on the date of termination, the Grantee is not vested as to the entire
Award, the unvested portion shall not be exercisable and the Shares covered by
the unvested portion of the Award shall revert to the Plan. If, after
termination, the Award is not exercised within the time specified herein, the
Award shall terminate, and the Shares covered by such Award shall revert to the
Plan.

            (e) Death of Grantee. If a Grantee dies while a Service Provider,
the Award may be exercised within such period of time as is specified in the
Award Agreement (such period be at least six (6) months) to the extent that the
Award is vested on the date of death (but in no event later than the expiration
of the term of such Award as set forth in the Award Agreement) by the Grantee's
estate or by a person who acquires the right to exercise the Award by bequest or
inheritance. In the absence of a specified time in the Award Agreement, the
Award shall remain exercisable for twelve (12) months following the Grantee's
death, unless otherwise extended by the Administrator. If, at the time of death,
the Grantee is not vested as to the entire Award, the unvested portion shall not
be exercisable and the Shares covered by the unvested portion of the Award shall
revert to the Plan. If the Award is not so exercised within the time specified
herein, the Award shall terminate, and the Shares covered by such Award shall
revert to the Plan.

            (f) Buyout Provisions. The Administrator may at any time, if
permitted under Applicable Laws, offer to buy out for a payment in cash or
Shares, an Award previously granted, based on such terms and conditions as the
Administrator shall establish and communicate to the Grantee at the time that
such offer is made. No such offer shall obligate the Grantee to relinquish his
or her Award.

      15. PAYMENT OF PURCHASE PRICE

            (a) Payment. Payment for the Shares purchased pursuant to the
exercise of an Award may be made in such form as shall be acceptable to the
Administrator in its sole discretion and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) consideration received by the Company under a
formal cashless exercise program, or (5) any combination of the foregoing
methods of payment. In making its determination as to the type of consideration
to accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.

            (b) Use of Proceeds. The proceeds received by the Company from the
issuance of Shares subject to the Awards will be added to the general funds of
the Company and used for its corporate purposes.


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      16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by or underlying each
outstanding Award and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Award, as
well as the exercise price per Share of each such outstanding Award shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a share split, reverse share split, share dividend,
recapitalization, combination or reclassification of the Shares, rights issues
or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities (including the Series A Convertible
Preferred Stock) of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of any
class, or securities convertible into shares of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Award.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Grantee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its sole discretion may provide for a Grantee
to have the right to exercise his or her Awards until fifteen (15) days prior to
such transaction as to all of the Shares, including Shares as to which the Award
would not otherwise be exercisable. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such
proposed action.


                                                                              12
<PAGE>

            (c)   Reorganization and Change in Control Events

                  (1)   Definitions

                        (a)   A "Reorganization Event" shall mean:

                              (i)   any merger or consolidation of the Company
                                    with or into another entity as a result of
                                    which all of the Common Stock of the Company
                                    is converted into or exchanged for the right
                                    to receive cash, securities or other
                                    property; or

                              (ii)  any exchange of all of the Common Stock of
                                    the Company for cash, securities or other
                                    property pursuant to a share exchange
                                    transaction.

                        (b)   A "Change in Control Event" shall mean:

                              (i)   the acquisition by an individual, entity or
                                    group (within the meaning of Section
                                    13(d)(3) or 14(d)(2) of the Exchange Act) (a
                                    "Person") of beneficial ownership of any
                                    capital stock of the Company if, after such
                                    acquisition, such Person beneficially owns
                                    (within the meaning of Rule 13d-3
                                    promulgated under the Exchange Act) 30% or
                                    more of either (x) the then-outstanding
                                    shares of common stock of the Company (the
                                    "Outstanding Company Common Stock") or (y)
                                    the combined voting power of the
                                    then-outstanding securities of the Company
                                    entitled to vote generally in the election
                                    of directors (the "Outstanding Company
                                    Voting Securities"); provided, however, that
                                    for purposes of this subsection (i), the
                                    following acquisitions shall not constitute
                                    a Change in Control Event: (A) any
                                    acquisition directly from the Company
                                    (excluding an acquisition pursuant to the
                                    exercise, conversion or exchange of any
                                    security exercisable for, convertible into
                                    or exchangeable for common stock or voting
                                    securities of the Company, unless the Person
                                    exercising, converting or exchanging such
                                    security acquired such security directly
                                    from the Company or an underwriter or agent
                                    of the Company), (B) any acquisition by any
                                    employee benefit plan (or related trust)
                                    sponsored or maintained by the Company or
                                    any corporation controlled by the Company,
                                    or (C) any acquisition by any corporation
                                    pursuant to a Business Combination (as
                                    defined below) which complies with clauses
                                    (x) and (y) of subsection (iii) of this
                                    definition, or (D) any acquisition by
                                    Lindsay A. Rosenwald, Paramount Capital,
                                    Inc., or any entity controlled by,
                                    controlled or under common control with
                                    Paramount Capital, Inc. (each such party is
                                    referred to herein as an "Exempt Person") of
                                    any shares of capital stock of the Company;
                                    provided that, after such acquisition, such


                                                                              13
<PAGE>

                                    Exempt Person does not beneficially own more
                                    than ___% of either (i) the Outstanding
                                    Company Common Stock or (ii) the Outstanding
                                    Company Voting Securities; or

                              (ii)  such time as the Continuing Directors (as
                                    defined below) do not constitute a majority
                                    of the Board (or, if applicable, the Board
                                    of Directors of a successor corporation to
                                    the Company), where the term "Continuing
                                    Director" means at any date a member of the
                                    Board (x) who was a member of the Board on
                                    the date of the initial adoption of this
                                    Plan by the Board or (y) who was nominated
                                    or elected subsequent to such date by at
                                    least a majority of the directors who were
                                    Continuing Directors at the time of such
                                    nomination or election or whose election to
                                    the Board was recommended or endorsed by at
                                    least a majority of the directors who were
                                    Continuing Directors at the time of such
                                    nomination or election; provided, however,
                                    that there shall be excluded from this
                                    clause (y) any individual whose initial
                                    assumption of office occurred as a result of
                                    an actual or threatened election contest
                                    with respect to the election or removal of
                                    directors or other actual or threatened
                                    solicitation of proxies or consents, by or
                                    on behalf of a person other than the Board;
                                    or

                              (iii) the consummation of a merger, consolidation,
                                    reorganization, recapitalization or share
                                    exchange involving the Company or a sale or
                                    other disposition of all or substantially
                                    all of the assets of the Company (a
                                    "Business Combination"), unless, immediately
                                    following such Business Combination, each of
                                    the following two conditions is satisfied:
                                    (x) all or substantially all of the
                                    individuals and entities who were the
                                    beneficial owners of the Outstanding Company
                                    Common Stock and Outstanding Company Voting
                                    Securities immediately prior to such
                                    Business Combination beneficially own,
                                    directly or indirectly, more than 50% of the
                                    then-outstanding shares of common stock and
                                    the combined voting power of the
                                    then-outstanding securities entitled to vote
                                    generally in the election of directors,
                                    respectively, of the resulting or acquiring
                                    corporation in such Business Combination
                                    (which shall include, without limitation, a
                                    corporation which as a result of such
                                    transaction owns the Company or
                                    substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) (such resulting or acquiring
                                    corporation is referred to herein as the
                                    "Acquiring Corporation") in substantially
                                    the same proportions as their ownership of
                                    the Outstanding Company Common Stock and
                                    Outstanding Company Voting Securities,
                                    respectively, immediately prior to such
                                    Business Combination and (y) no


                                                                              14
<PAGE>

                                    Person (excluding Exempt Persons, the
                                    Acquiring Corporation or any employee
                                    benefit plan (or related trust) maintained
                                    or sponsored by the Company or by the
                                    Acquiring Corporation) beneficially owns,
                                    directly or indirectly, 30% or more of the
                                    then-outstanding shares of common stock of
                                    the Acquiring Corporation, or of the
                                    combined voting power of the
                                    then-outstanding securities of such
                                    corporation entitled to vote generally in
                                    the election of directors (except to the
                                    extent that such ownership existed prior to
                                    the Business Combination).

                  (c)   "Good Reason" shall mean any significant diminution in
                        the Grantee's title, authority, or responsibilities from
                        and after such Reorganization Event or Change in Control
                        Event, as the case may be, or any reduction in the
                        annual cash compensation payable to the Grantee from and
                        after such Reorganization Event or Change in Control
                        Event, as the case may be, or the relocation of the
                        place of business at which the Grantee is principally
                        located to a location that is greater than 50 miles from
                        the current site.

                  (d)   "Cause" shall mean any (i) willful failure by the
                        Grantee, which failure is not cured within 30 days of
                        written notice to the Grantee from the Company, to
                        perform his or her material responsibilities to the
                        Company or (ii) willful misconduct by the Grantee which
                        affects the business reputation of the Company.

            (2)   Effect on Options

                  (a)   Reorganization Event. Upon the occurrence of a
                        Reorganization Event (regardless of whether such event
                        also constitutes a Change in Control Event), or the
                        execution by the Company of any agreement with respect
                        to a Reorganization Event (regardless of whether such
                        event will result in a Change in Control Event), except
                        to the extent specifically provided to the contrary in
                        the instrument evidencing any Option or any other
                        agreement between a Grantee and the Company, the Board
                        shall provide that all outstanding Options shall be
                        assumed, or equivalent options shall be substituted, by
                        the acquiring or succeeding corporation (or an affiliate
                        thereof); provided that if such Reorganization Event
                        also constitutes a Change in Control Event, such assumed
                        or substituted options shall become immediately
                        exercisable in full if, on or prior to the date which is
                        eighteen (18) full months after the date of the
                        consummation of the Reorganization Event, the Grantee's
                        employment with the Company or the acquiring or
                        succeeding corporation is terminated for Good Reason by
                        the Grantee or is terminated without Cause by the
                        Company or the acquiring or succeeding corporation. For
                        purposes hereof, an Option shall be considered to be
                        assumed if, following consummation of the


                                                                              15
<PAGE>

                        Reorganization Event, the Option confers the right to
                        purchase, for each share of Common Stock subject to the
                        Option immediately prior to the consummation of the
                        Reorganization Event, the consideration (whether cash,
                        securities or other property) received as a result of
                        the Reorganization Event by holders of Common Stock for
                        each share of Common Stock held immediately prior to the
                        consummation of the Reorganization Event (and if holders
                        were offered a choice of consideration, the type of
                        consideration chosen by the holders of a majority of the
                        outstanding shares of Common Stock); provided, however,
                        that if the consideration received as a result of the
                        Reorganization Event is not solely common stock of the
                        acquiring or succeeding corporation (or an affiliate
                        thereof), the Company may, with the consent of the
                        acquiring or succeeding corporation, provide for the
                        consideration to be received upon the exercise of
                        Options to consist solely of common stock of the
                        acquiring or succeeding corporation (or an affiliate
                        thereof) equivalent in fair market value to the per
                        share consideration received by holders of outstanding
                        shares of Common Stock as a result of the Reorganization
                        Event.

                              Notwithstanding the foregoing, except to the
                        extent specifically provided to the contrary in the
                        instrument evidencing any Option or any other agreement
                        between a Grantee and the Company, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options,
                        then the Board shall, upon written notice to the
                        Grantees, provide that all then unexercised Options will
                        become exercisable in full as of a specified time prior
                        to the Reorganization Event and will terminate
                        immediately prior to the consummation of such
                        Reorganization Event, except to the extent exercised by
                        the Grantees before the consummation of such
                        Reorganization Event; provided, however, that in the
                        event of a Reorganization Event under the terms of which
                        holders of Common Stock will receive upon consummation
                        thereof a cash payment for each share of Common Stock
                        surrendered pursuant to such Reorganization Event (the
                        "Acquisition Price"), then the Board may instead provide
                        that all outstanding Options shall terminate upon
                        consummation of such Reorganization Event and that each
                        Grantee shall receive, in exchange therefor, a cash
                        payment equal to the amount (if any) by which (A) the
                        Acquisition Price multiplied by the number of shares of
                        Common Stock subject to such outstanding Options
                        (whether or not then exercisable), exceeds (B) the
                        aggregate exercise price of such Options.

                  (b)   Change in Control Event that is not a Reorganization
                        Event. Upon the occurrence of a Change in Control Event
                        that does not also constitute a Reorganization Event,
                        except to the extent specifically provided to the
                        contrary in the instrument evidencing any Option or any
                        other


                                       16
<PAGE>

                        agreement between the Optionee and the Company, the
                        Board shall provide that all outstanding Options shall
                        be assumed, or equivalent options shall be substituted,
                        by the acquiring or succeeding corporation (or an
                        affiliate thereof); provided that if such assumed or
                        substituted options shall become immediately exercisable
                        in full if, on or prior to the date which is eighteen
                        (18) full months after the date of the consummation of
                        the Change of Control Event, the Grantee's employment
                        with the Company or the acquiring or succeeding
                        corporation is terminated for Good Reason by the Grantee
                        or is terminated without Cause by the Company or the
                        acquiring or succeeding corporation. For purposes
                        hereof, an Option shall be considered to be assumed if,
                        following consummation of the Change of Control Event,
                        the Option confers the right to purchase, for each share
                        of Common Stock subject to the Option immediately prior
                        to the consummation of the Change of Control Event, the
                        consideration (whether cash, securities or other
                        property) received as a result of the Change of Control
                        Event by holders of Common Stock for each share of
                        Common Stock held immediately prior to the consummation
                        of the Change of Control Event (and if holders were
                        offered a choice of consideration, the type of
                        consideration chosen by the holders of a majority of the
                        outstanding shares of Common Stock); provided, however,
                        that if the consideration received as a result of the
                        Change of Control Event is not solely common stock of
                        the acquiring or succeeding corporation (or an affiliate
                        thereof), the Company may, with the consent of the
                        acquiring or succeeding corporation, provide for the
                        consideration to be received upon the exercise of
                        Options to consist solely of common stock of the
                        acquiring or succeeding corporation (or an affiliate
                        thereof) equivalent in fair market value to the per
                        share consideration received by holders of outstanding
                        shares of Common Stock as a result of the Change of
                        Control Event.

                              Notwithstanding the foregoing, except to the
                        extent specifically provided to the contrary in the
                        instrument evidencing any Option or any other agreement
                        between a Grantee and the Company, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options,
                        then the Board shall, upon written notice to the
                        Grantees, provide that all then unexercised Options will
                        become exercisable in full as of a specified time prior
                        to the Change of Control Event and will terminate
                        immediately prior to the consummation of such Change of
                        Control Event, except to the extent exercised by the
                        Grantees before the consummation of such Change of
                        Control Event; provided, however, that in the event of a
                        Change of Control Event under the terms of which holders
                        of Common Stock will receive upon consummation thereof a
                        cash payment for each share of Common Stock surrendered
                        pursuant to such Change of Control Event (the
                        "Acquisition Price"), then the Board may instead


                                                                              17
<PAGE>

                        provide that all outstanding Options shall terminate
                        upon consummation of such Change of Control Event and
                        that each Grantee shall receive, in exchange therefor, a
                        cash payment equal to the amount (if any) by which (A)
                        the Acquisition Price multiplied by the number of shares
                        of Common Stock subject to such outstanding Options
                        (whether or not then exercisable), exceeds (B) the
                        aggregate exercise price of such Options.

            (3)   Effect on Restricted Stock Awards

                  (a)   Reorganization Event that is not a Change in Control
                        Event. Upon the occurrence of a Reorganization Event
                        that is not a Change in Control Event, the repurchase
                        and other rights of the Company under each outstanding
                        Restricted Stock Award shall inure to the benefit of the
                        Company's successor and shall apply to the cash,
                        securities or other property which the Common Stock was
                        converted into or exchanged for pursuant to such
                        Reorganization Event in the same manner and to the same
                        extent as they applied to the Common Stock subject to
                        such Restricted Stock Award.

                  (b)   Change in Control Event. Upon the occurrence of a Change
                        in Control Event (regardless of whether such event also
                        constitutes a Reorganization Event), except to the
                        extent specifically provided to the contrary in the
                        instrument evidencing any Restricted Stock Award or any
                        other agreement between a Grantee and the Company, the
                        purchase and other rights of the Company under each
                        outstanding Restricted Stock Award shall inure to the
                        benefit of the Company's successors and shall apply to
                        the cash, securities or other property which the Common
                        Stock was converted into or exchanged for pursuant to
                        such Change in Control Event in the same manner and to
                        the same extent as they applied to the Common Stock
                        subject to such Restricted Stock Award, provided that,
                        each such Restricted Stock Award shall immediately
                        become free from all conditions or restrictions if, on
                        or prior to the date which is eighteen (18) full months
                        after the date of the consummation of the Change in
                        Control Event, the Grantee's employment with the Company
                        or the acquiring or succeeding corporation is terminated
                        for Good Reason by the Grantee or is terminated without
                        Cause by the Company or the acquiring or succeeding
                        corporation.

      17. AMENDMENT AND TERMINATION OF THE PLAN

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b) Stockholder Approval. The Board shall obtain stockholder
approval of any Plan amendment to the extent necessary to comply with Applicable
Laws.


                                                                              18
<PAGE>

            (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Grantee,
unless mutually agreed otherwise between the Grantee and the Administrator,
which agreement must be in writing and signed by the Grantee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.

      18. INABILITY TO OBTAIN AUTHORITY

      The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

      19. RESERVATION OF SHARES

      The Company, during the term of this Plan, shall at all times reserve and
keep available and authorized for issuance such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      20. STOCKHOLDER APPROVAL OF PLAN

      The Plan shall be subject to approval by the stockholders of the Company
obtained in the manner and to the degree required under applicable laws and the
Company's organizational documents.

      21. GOVERNING LAW

      This Plan shall be governed by and construed and enforced in accordance
with the internal laws of the State of Delaware, except to the extent that such
law is preempted by federal law.

      22. TAX CONSEQUENCES

      Any tax consequences arising from the grant or exercise of any Award, from
the payment for Shares, or from any other event or act (of the Company or the
Grantee) hereunder, shall be borne solely by the Grantee. Furthermore, the
Grantee shall agree to indemnify the Company and hold it harmless against and
from any and all liability for any such tax or interest or penalty thereon,
including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to the Grantee.

      23. PROVISIONS FOR FOREIGN PARTICIPANTS

      The Board of Directors may, without amending the Plan, modify Awards
granted to participants who are foreign nationals or employed outside the United
States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefits or other matters.


                                                                              19
<PAGE>

Adopted by the Shareholders on June 26, 2000 and amended by the Board of
Directors on December 20, 2000, November 20, 2001 and May 13, 2003


                                                                              20