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                                                                    Exhibit 10.5

                                CONCEPTUS, INC.

                          SECOND AMENDED AND RESTATED
                           2001 EQUITY INCENTIVE PLAN

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                                TABLE OF CONTENTS
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1.    PURPOSES OF THE PLAN......................................................      1

2.    DEFINITIONS...............................................................      1

3.    STOCK SUBJECT TO THE PLAN.................................................      4

4.    ADMINISTRATION OF THE PLAN................................................      4

5.    ELIGIBILITY...............................................................      5

6.    LIMITATIONS...............................................................      6

7.    TERM OF PLAN..............................................................      6

8.    TERM OF OPTION............................................................      6

9.    OPTION EXERCISE PRICE AND CONSIDERATION...................................      7

10.    EXERCISE OF OPTION.......................................................      7

11.    NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.................     10

12.    GRANTING OF OPTIONS TO INDEPENDENT DIRECTORS.............................     10

13.    TERMS OF OPTIONS GRANTED TO INDEPENDENT DIRECTORS........................     10

14.    STOCK PURCHASE RIGHTS....................................................     11

15.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.........     11

16.    TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.......................     14

17.    AMENDMENT AND TERMINATION OF THE PLAN....................................     14

18.    STOCKHOLDER APPROVAL.....................................................     15

19.    INABILITY TO OBTAIN AUTHORITY............................................     15

20.    RESERVATION OF SHARES....................................................     15

21.    INVESTMENT INTENT........................................................     15

22.    GOVERNING LAW............................................................     15
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                                 CONCEPTUS, INC.

             SECOND AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN

         1.       Purposes of the Plan. The purposes of the Conceptus, Inc.
Second Amended and Restated 2001 Equity Incentive 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. Options granted under the Plan
may be Incentive Stock Options or Non-Qualified Stock Options, as determined by
the Administrator at the time of grant. Stock Purchase Rights may also be
granted under the Plan.

         2.       Definitions. As used herein, the following definitions shall
apply:

                  (a)      "Acquisition" means (i) any consolidation or merger
of the Company with or into any other corporation or other entity or person in
which the stockholders of the Company prior to such consolidation or merger own
less than fifty percent (50%) of the Company's voting power immediately after
such consolidation or merger, excluding any consolidation or merger effected
exclusively to change the domicile of the Company; or (ii) a sale of all or
substantially all of the assets of the Company.

                  (b)      "Administrator" means the Board or the Committee
responsible for conducting the general administration of the Plan, as
applicable, in accordance with Section 4 hereof.

                  (c)      "Applicable Laws" means the requirements relating to
the administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are
granted under the Plan.

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

                  (e)      "Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute or statutes thereto. Reference to any
particular Code section shall include any successor section.

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

                  (g)      "Common Stock" means the Common Stock of the Company,
par value $0.003 per share.

                  (h)      "Company" means Conceptus, Inc., a Delaware
corporation.

                  (i)      "Consultant" means any consultant or adviser if: (i)
the consultant or adviser renders bona fide services to the Company or any
Parent or Subsidiary of the Company; (ii) the services rendered by the
consultant or adviser are not in connection with the offer or sale

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of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (iii) the
consultant or adviser is a natural person who has contracted directly with the
Company or any Parent or Subsidiary of the Company to render such services.

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

                  (k)      "Employee" means any person, including an Officer or
Director, who is an employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Parent or Subsidiary of the Company. A Service
Provider 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, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient, by itself, to constitute "employment" by the
Company.

                  (l)      "Exchange Act" means the Securities Exchange Act of
1934, as amended, or any successor statute or statutes thereto. Reference to any
particular Exchange Act section shall include any successor section.

                  (m)      "Fair Market Value" means, as of any date, the value
of a share of Common Stock determined as follows:

                           (i)      If the Common Stock is 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, its Fair Market Value shall be the closing sales price for
a share of such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system for the last market trading day 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 Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for a
share of the Common Stock on the last market trading day prior to the day of
determination; or

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

                  (n)      "Holder" means a person who has been granted or
awarded an Option or Stock Purchase Right or who holds Shares acquired pursuant
to the exercise of an Option or Stock Purchase Right.

                  (o)      "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and which is designated as an Incentive Stock Option by the Administrator.

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                  (p)      "Independent Director" means a Director who is not an
Employee of the Company.

                  (q)      "Non-Qualified Stock Option" means an Option (or
portion thereof) that is not designated as an Incentive Stock Option by the
Administrator, or which is designated as an Incentive Stock Option by the
Administrator but fails to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

                  (r)      "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (s)      "Option" means a stock option granted pursuant to the
Plan.

                  (t)      "Option Agreement" means a written agreement between
the Company and a Holder evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

                  (u)      "Parent" means any corporation, whether now or
hereafter existing (other than the Company), in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing more than fifty
percent of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                  (v)      "Plan" means the Conceptus, Inc. Second Amended and
Restated 2001 Equity Incentive Plan.

                  (w)      "Restricted Stock" means Shares acquired pursuant to
the exercise of an unvested Option in accordance with Section 10(h) below or
pursuant to a Stock Purchase Right granted under Section 14 below.

                  (x)      "Rule 16b-3" means that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended from time to time.

                  (y)      "Securities Act" means the Securities Act of 1933, as
amended, or any successor statute or statutes thereto. Reference to any
particular Securities Act section shall include any successor section.

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

                  (aa)     "Share" means a share of Common Stock, as adjusted in
accordance with Section 15 below.

                  (bb)     "Stock Purchase Right" means a right to purchase
Common Stock pursuant to Section 14 below.

                  (cc)     "Subsidiary" means any corporation, whether now or
hereafter existing (other than the Company), in an unbroken chain of
corporations beginning with the Company if

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each of the corporations other than the last corporation in the unbroken chain
owns stock possessing more than fifty percent of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

         3.       Stock Subject to the Plan. Subject to the provisions of
Section 15 of the Plan, the shares of stock subject to Options or Stock Purchase
Rights shall be Common Stock, initially shares of the Company's Common Stock,
par value $0.003 per share. Subject to the provisions of Section 15 of the Plan,
the maximum aggregate number of Shares which may be issued upon exercise of such
Options or Stock Purchase Rights is 2,000,000 Shares. Shares issued upon
exercise of Options or Stock Purchase Rights may be authorized but unissued, or
reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated). Shares which are delivered by the
Holder or withheld by the Company upon the exercise of an Option or Stock
Purchase Rights under the Plan, in payment of the exercise price thereof or tax
withholding thereon, may again be optioned, granted or awarded hereunder,
subject to the limitations of this Section 3. If Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan. Notwithstanding the provisions
of this Section 3, no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Stock Option to fail to qualify as an Incentive
Stock Option under Section 422 of the Code.

         4.       Administration of the Plan.

                  (a)      Administrator. Either the Board or a Committee of the
Board delegated administrative authority hereunder shall administer the Plan
and, in the case of a Committee, the Committee shall consist solely of two or
more Independent Directors each of whom is both an "outside director," within
the meaning of Section 162(m) of the Code, and a "non-employee director" within
the meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (i) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (1) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or (2)
not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (ii) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled only by the Board.

                  (b)      Powers of the Administrator. Subject to the
provisions of the Plan and 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 sole discretion:

                           (i)      to determine the Fair Market Value;

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                           (ii)     to select the Service Providers to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

                           (iii)    to determine the number of Shares to be
covered by each such award granted hereunder;

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

                           (v)      to determine the terms and conditions of any
Option or Stock Purchase Right granted hereunder (such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options or Stock Purchase Rights may vest or be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock
Purchase Right or the Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine);

                           (vi)     to determine whether to offer to buyout a
previously granted Option as provided in subsection 10(i) and to determine the
terms and conditions of such offer and buyout (including whether payment is to
be made in cash or Shares);

                           (vii)    to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (viii)   to allow Holders to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld
based on the statutory withholding rates for federal and state tax purposes that
apply to supplemental taxable income. 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 Holders 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;

                           (ix)     to amend the Plan or any Option or Stock
Purchase Right granted under the Plan as provided in Section 17; and

                           (x)      to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan and to exercise such powers and
perform such acts as the Administrator deems necessary or desirable to promote
the best interests of the Company which are not in conflict with the provisions
of the Plan.

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

         5.       Eligibility. Non-Qualified Stock Options and Stock Purchase
Rights may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or Consultant who
has been granted an Option or Stock Purchase Right may be granted additional
Options or Stock Purchase Rights. Each Independent

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Director shall be eligible to be granted Options at the times and in the manner
set forth in Section 12.

         6.       Limitations.

                  (a)      Each Option shall be designated by the Administrator
in the Option Agreement as either an Incentive Stock Option or a Non-Qualified
Stock Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares subject to a Holder's Incentive Stock
Options and other incentive stock options granted by the Company, any Parent or
Subsidiary, which become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options or other options shall be treated as Non-Qualified Stock
Options.

                  For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time of grant.

                  (b)      Neither the Plan, any Option nor any Stock Purchase
Right shall confer upon a Holder any right with respect to continuing the
Holder's employment or consulting relationship with the Company, nor shall they
interfere in any way with the Holder's right or the Company's right to terminate
such employment or consulting relationship at any time, with or without cause.

                  (c)      No Service Provider shall be granted, in any calendar
year, Options or Stock Purchase Rights to purchase more than 800,000 Shares. The
foregoing limitation shall be adjusted proportionately in connection with any
change in the Company's capitalization as described in Section 15. For purposes
of this Section 6(c), if an Option is canceled in the same calendar year it was
granted (other than in connection with a transaction described in Section 15),
the canceled Option will be counted against the limit set forth in this Section
6(c). For this purpose, if the exercise price of an Option is reduced, the
transaction shall be treated as a cancellation of the Option and the grant of a
new Option.

         7.       Term of Plan. The Plan became effective upon its initial
adoption by the Board on March 21, 2001 and shall continue in effect until it is
terminated under Section 17 of the Plan. No Options or Stock Purchase Rights may
be issued under the Plan after March 21, 2011, the tenth (10th) anniversary of
the date upon which the Plan was initially adopted by the Board.

         8.       Term of Option. The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock
Option granted to a Holder who, at the time the Option is granted, owns (or is
treated as owning under Code Section 424) stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Option Agreement.

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         9.       Option Exercise Price and Consideration.

                  (a)      Except as provided in Section 13, the per share
exercise price for the Shares to be issued upon exercise of an Option shall be
such price as is determined by the Administrator, but shall be subject to the
following:

                           (i)      In the case of an Incentive Stock Option

                                    (A)      granted to an Employee who, at the
time of grant of such Option, owns (or is treated as owning under Code Section
424) stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than one hundred ten percent (110%) of the Fair
Market Value per Share on the date of grant.

                                    (B)      granted to any other Employee, the
per Share exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.

                  (b)      The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Administrator. Such consideration may consist of (1) cash, (2)
check, (3) with the consent of the Administrator, a full recourse promissory
note bearing interest (at a market rate of interest determined as of the date of
exercise) and payable upon such terms as may be prescribed by the Administrator,
(4) with the consent of the Administrator, other Shares which (x) in the case of
Shares acquired from the Company, have been owned by the Holder for more than
six (6) months on the date of surrender, and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) with the consent of the Administrator,
surrendered Shares then issuable upon exercise of the Option having a Fair
Market Value on the date of exercise equal to the aggregate exercise price of
the Option or exercised portion thereof, (6) property of any kind which
constitutes good and valuable consideration, (7) with the consent of the
Administrator, delivery of a notice that the Holder has placed a market sell
order with a broker with respect to Shares then issuable upon exercise of the
Options and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise
price, provided, that payment of such proceeds is then made to the Company upon
settlement of such sale, or (8) with the consent of the Administrator, any
combination of the foregoing methods of payment.

         10.      Exercise of Option(a) Vesting; Fractional Exercises. Except as
provided in Section 13, Options granted hereunder shall be vested and
exercisable according to the terms hereof at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement. An Option may not be exercised for a fraction of a Share.

                  (b)      Deliveries upon Exercise. All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his or her office:

                           (i)      A written or electronic notice complying
with the applicable rules established by the Administrator stating that the
Option, or a portion thereof, is exercised. The

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notice shall be signed by the Holder or other person then entitled to exercise
the Option or such portion of the Option;

                           (ii)     Such representations and documents as the
Administrator, in its sole discretion, deems necessary or advisable to effect
compliance with Applicable Laws. The Administrator may, in its sole discretion,
also take whatever additional actions it deems appropriate to effect such
compliance, including, without limitation, placing legends on share certificates
and issuing stop transfer notices to agents and registrars;

                           (iii)    Upon the exercise of all or a portion of an
unvested Option pursuant to Section 10(h), a Restricted Stock purchase agreement
in a form determined by the Administrator and signed by the Holder or other
person then entitled to exercise the Option or such portion of the Option; and

                           (iv)     In the event that the Option shall be
exercised pursuant to Section 10(f) by any person or persons other than the
Holder, appropriate proof of the right of such person or persons to exercise the
Option.

                  (c)      Conditions to Delivery of Share Certificates. The
Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any Option or portion
thereof prior to fulfillment of all of the following conditions:

                           (i)      The admission of such Shares to listing on
all stock exchanges on which such class of stock is then listed;

                           (ii)     The completion of any registration or other
qualification of such Shares under any state or federal law, or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body which the Administrator shall, in its sole
discretion, deem necessary or advisable;

                           (iii)    The obtaining of any approval or other
clearance from any state or federal governmental agency which the Administrator
shall, in its sole discretion, determine to be necessary or advisable;

                           (iv)     The lapse of such reasonable period of time
following the exercise of the Option as the Administrator may establish from
time to time for reasons of administrative convenience; and

                           (v)      The receipt by the Company of full payment
for such Shares, including payment of any applicable withholding tax, which in
the sole discretion of the Administrator may be in the form of consideration
used by the Holder to pay for such Shares under Section 9(b).

                  (d)      Termination of Relationship as a Service Provider. If
a Holder ceases to be a Service Provider other than by reason of the Holder's
disability or death, such Holder may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination. In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for three (3)
months following the

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Holder's termination. If, on the date of termination, the Holder is not vested
as to his or her entire Option, the Shares covered by the unvested portion of
the Option immediately cease to be issuable under the Option and shall again
become available for issuance under the Plan. If, after termination, the Holder
does not exercise his or her Option within the time period specified herein, the
Option shall terminate, and the Shares covered by such Option shall again become
available for issuance under the Plan.

                  (e)      Disability of Holder. If a Holder ceases to be a
Service Provider as a result of the Holder's disability, the Holder may exercise
his or her Option within such period of time as is specified in the Option
Agreement to the extent the Option is vested on the date of termination. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Holder's termination. If such
disability is not a "disability" as such term is defined in Section 22(e)(3) of
the Code, in the case of an Incentive Stock Option such Incentive Stock Option
shall automatically cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Non-Qualified Stock Option from and after the
day which is three (3) months and one (1) day following such termination. If, on
the date of termination, the Holder is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately cease to be issuable under the Option and shall again become
available for issuance under the Plan. If, after termination, the Holder does
not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall again become
available for issuance under the Plan.

                  (f)      Death of Holder. If a Holder dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement, by the Holder's estate or by a person who acquires the
right to exercise the Option by bequest or inheritance, but only to the extent
that the Option is vested on the date of death. In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Holder's termination. If, at the time of death, the
Holder is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately cease to be issuable under the
Option and shall again become available for issuance under the Plan. The Option
may be exercised by the executor or administrator of the Holder's estate or, if
none, by the person(s) entitled to exercise the Option under the Holder's will
or the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall again become available for issuance under the Plan.

                  (g)      Regulatory Extension. A Holder's Option Agreement may
provide that if the exercise of the Option following the termination of the
Holder's status as a Service Provider (other than upon the Holder's death or
Disability) would be prohibited at any time solely because the issuance of
shares would violate the registration requirements under the Securities Act,
then the Option shall terminate on the earlier of (i) the expiration of the term
of the Option set forth in Section 8 or (ii) the expiration of a period of three
(3) months after the termination of the Holder's status as a Service Provider
during which the exercise of the Option would not be in violation of such
registration requirements.

                  (h)      Early Exercisability. The Administrator may provide
in the terms of a Holder's Option Agreement that the Holder may, at any time
before the Holder's status as a

                                       9
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Service Provider terminates, exercise the Option in whole or in part prior to
the full vesting of the Option; provided, however, that Shares acquired upon
exercise of an Option which has not fully vested may be subject to any
forfeiture, transfer or other restrictions as the Administrator may determine in
its sole discretion.

                  (i)      Buyout Provisions. Subject to the provisions of
Section 17(d), the Administrator may at any time offer to buyout for a payment
in cash or Shares, an Option previously granted, based on such terms and
conditions as the Administrator shall establish and communicate to the Holder at
the time that such offer is made.

         11.      Non-Transferability of Options and Stock Purchase Rights.
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Holder, only by the Holder.

         12.      Granting of Options to Independent Directors. During the term
of the Plan, (i) a person who is initially elected to the Board as an
Independent Director automatically shall be granted an Option to purchase forty
thousand (40,000) shares of Common Stock (subject to adjustment as provided in
Section 15) on the date of such initial election ("Initial Option"), and (ii)
each person who is an Independent Director automatically shall be granted an
Option to purchase ten thousand (10,000) shares of Common Stock (subject to
adjustment as provided in Section 15) on the date of each annual meeting of
stockholders immediately following which such Independent Director is serving on
the Board ("Subsequent Option"), provided that, on such date, he or she shall
have served on the Board for at least six (6) months prior to the date of such
annual meeting. Members of the Board who are employees of the Company who
subsequently retire from the Company and remain on the Board will not receive an
Initial Option grant pursuant to clause (i) of the preceding sentence, but to
the extent that they are otherwise eligible, will receive, after retirement from
employment with the Company, Subsequent Options as described in clause (ii) of
the preceding sentence (with the date of retirement being deemed to be his or
her date of initial election to the Board). All the foregoing Option grants
authorized by this Section 12 are subject to stockholder approval of the Plan.

         13.      Terms of Options Granted to Independent Directors. The per
Share price of each Option granted to an Independent Director shall equal
one-hundred percent (100%) of the Fair Market Value of a share of Common Stock
on the date the Option is granted. Initial Options (as defined in Section 12)
granted to Independent Directors shall vest and become exercisable as follows:
twenty-five percent (25%) of the shares subject to each Initial Option shall
vest on the one year anniversary of the date of the Initial Option grant and one
forty-eighth (1/48th) of the shares subject to each Initial Option (rounded down
to the next whole number of shares) shall vest on the first day of each full
month thereafter, such that each Initial Option shall be one-hundred percent
(100%) vested on the on the first day of the forty-eighth (48th) month following
its date of grant. Subsequent Options (as defined in Section 12) granted to
Independent Directors shall vest and become exercisable as follows: one twelfth
(1/12th) of the shares subject to each Subsequent Option (rounded down to the
next whole number of shares) shall vest on each monthly anniversary of the date
of the Subsequent Option grant, such that each Subsequent Option shall be
one-hundred percent (100%) vested on the one year anniversary of its date of
grant. Subject to Section 10, the term of each Option granted to an Independent
Director shall be

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<PAGE>

ten (10) years from the date the Option is granted. No portion of an Option
which is unexercisable at the time of an Independent Director's termination of
membership on the Board shall thereafter become exercisable.

         14.      Stock Purchase Rights.

                  (a)      Rights to Purchase. Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with Options granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid, and the time within which such person must
accept such offer. The offer shall be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the Administrator.

                  (b)      Repurchase Right. Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company the
right to repurchase Shares acquired upon exercise of a Stock Purchase Right upon
the termination of the purchaser's status as a Service Provider for any reason.
The purchase price for Shares repurchased by the Company pursuant to such
repurchase right and the rate at which such repurchase right shall lapse shall
be determined by the Administrator in its sole discretion, and shall be set
forth in the Restricted Stock purchase agreement.

                  (c)      Other Provisions. The Restricted Stock purchase
agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole
discretion.

                  (d)      Rights as a Shareholder. Once the Stock Purchase
Right is exercised, the purchaser shall have rights equivalent to those of a
shareholder and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the Stock Purchase Right is exercised, except as provided in Section
15 of the Plan.

         15.      Adjustments upon Changes in Capitalization, Merger or Asset
Sale(a) In the event that the Administrator determines that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company,
or exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Administrator's
sole discretion, affects the Common Stock such that an adjustment is determined
by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be
made available under the Plan or with respect to any Option, Stock Purchase
Right or Restricted Stock, then the Administrator shall, in such manner as it
may deem equitable, adjust any or all of:

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<PAGE>

                           (i)      the number and kind of shares of Common
Stock (or other securities or property) with respect to which Options or Stock
Purchase Rights may be granted or awarded (including, but not limited to,
adjustments of the limitations in Section 3 on the maximum number and kind of
shares which may be issued and adjustments of the maximum number of Shares that
may be purchased by any Holder in any calendar year pursuant to Section 6(c));

                           (ii)     the number and kind of shares of Common
Stock (or other securities or property) subject to outstanding Options, Stock
Purchase Rights or Restricted Stock; and

                           (iii)    the grant or exercise price with respect to
any Option or Stock Purchase Right.

                  (b)      In the event of any transaction or event described in
Section 15(a), the Administrator, in its sole discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Option, Stock
Purchase Right or Restricted Stock or by action taken prior to the occurrence of
such transaction or event and either automatically or upon the Holder's request,
is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Option, Stock
Purchase Right or Restricted Stock granted or issued under the Plan or to
facilitate such transaction or event:

                           (i)      To provide for either the purchase of any
such Option, Stock Purchase Right or Restricted Stock for an amount of cash
equal to the amount that could have been obtained upon the exercise of such
Option or Stock Purchase Right or realization of the Holder's rights had such
Option, Stock Purchase Right or Restricted Stock been currently exercisable or
payable or fully vested or the replacement of such Option, Stock Purchase Right
or Restricted Stock with other rights or property selected by the Administrator
in its sole discretion;

                           (ii)     To provide that such Option or Stock
Purchase Right shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the provisions of such
Option or Stock Purchase Right;

                           (iii)    To provide that such Option, Stock Purchase
Right or Restricted Stock be assumed by the successor or survivor corporation,
or a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor or survivor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices;

                           (iv)     To make adjustments in the number and type
of shares of Common Stock (or other securities or property) subject to
outstanding Options and Stock Purchase Rights, and/or in the terms and
conditions of (including the grant or exercise price), and the criteria included
in, outstanding Options, Stock Purchase Rights or Restricted Stock or Options,
Stock Purchase Rights or Restricted Stock which may be granted in the future;
and

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<PAGE>

                           (v)      To provide that immediately upon the
consummation of such event, such Option or Stock Purchase Right shall not be
exercisable and shall terminate; provided, that for a specified period of time
prior to such event, such Option or Stock Purchase Right shall be exercisable as
to all Shares covered thereby, and the restrictions imposed under an Option
Agreement or Restricted Stock purchase agreement upon some or all Shares may be
terminated and, in the case of Restricted Stock, some or all shares of such
Restricted Stock may cease to be subject to repurchase, notwithstanding anything
to the contrary in the Plan or the provisions of such Option, Stock Purchase
Right or Restricted Stock purchase agreement.

                  (c)      Subject to Section 3, the Administrator may, in its
sole discretion, include such further provisions and limitations in any Option,
Stock Purchase Right, Restricted Stock agreement or certificate, as it may deem
equitable and in the best interests of the Company.

                  (d)      If the Company undergoes an Acquisition, then any
surviving corporation or entity or acquiring corporation or entity, or affiliate
of such corporation or entity, may assume any Options, Stock Purchase Rights or
Restricted Stock outstanding under the Plan or may substitute similar stock
awards (including an award to acquire the same consideration paid to the
stockholders in the transaction described in this subsection 15(d)) for those
outstanding under the Plan. In the event any surviving corporation or entity or
acquiring corporation or entity in an Acquisition, or affiliate of such
corporation or entity, does not assume such Options, Stock Purchase Rights or
Restricted Stock or does not substitute similar stock awards for those
outstanding under the Plan, then with respect to (i) Options, Stock Purchase
Rights or Restricted Stock held by participants in the Plan whose status as a
Service Provider has not terminated prior to such event, the vesting of such
Options, Stock Purchase Rights or Restricted Stock (and, if applicable, the time
during which such awards may be exercised) shall be accelerated and made fully
exercisable and all restrictions thereon shall lapse at least ten (10) days
prior to the closing of the Acquisition (and the Options or Stock Purchase
Rights terminated if not exercised prior to the closing of such Acquisition),
and (ii) any other Options or Stock Purchase Rights outstanding under the Plan,
such Options or Stock Purchase rights shall be terminated if not exercised prior
to the closing of the Acquisition. Notwithstanding the assumption or
substitution of Options granted to Service Providers other than Independent
Directors pursuant to the foregoing provisions, any Options granted to
Independent Directors pursuant to Section 12 which are outstanding immediately
prior to the closing of the Acquisition shall not be assumed or substituted for,
shall be accelerated and made fully exercisable at least ten (10) days prior to
the closing of the Acquisition and shall terminate if not exercised prior to the
closing of such Acquisition.

                  (e)      Notwithstanding the foregoing, in the event that the
Company becomes a party to a transaction that is intended to qualify for
"pooling of interests" accounting treatment and, but for one or more of the
provisions of this Plan or any Option Agreement or any Restricted Stock purchase
agreement would so qualify, then this Plan and any such agreement shall be
interpreted so as to preserve such accounting treatment, and to the extent that
any provision of the Plan or any such agreement would disqualify the transaction
from pooling of interests accounting treatment (including, if applicable, an
entire Option Agreement or Restricted Stock purchase agreement), then such
provision shall be null and void. All determinations to be made in connection
with the preceding sentence shall be made by the independent accounting

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<PAGE>

firm whose opinion with respect to "pooling of interests" treatment is required
as a condition to the Company's consummation of such transaction.

                  (f)      The existence of the Plan, any Option Agreement or
Restricted Stock purchase agreement and the Options or Stock Purchase Rights
granted hereunder shall not affect or restrict in any way the right or power of
the Company or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         16.      Time of Granting Options and Stock Purchase Rights. The date
of grant of an Option or Stock Purchase Right shall, for all purposes, be the
date on which the Administrator makes the determination granting such Option or
Stock Purchase Right, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.

         17.      Amendment and Termination of the Plan.

                  (a)      Amendment and Termination. The Board may at any time
wholly or partially amend, alter, suspend or terminate the Plan. However,
without approval of the Company's stockholders given within twelve (12) months
before or after the action by the Board, no action of the Board may, except as
provided in Section 15, increase the limits imposed in Section 3 on the maximum
number of Shares which may be issued under the Plan or extend the term of the
Plan under Section 7.

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

                  (c)      Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Holder, unless mutually agreed otherwise between the Holder and the
Administrator, which agreement must be in writing and signed by the Holder 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 Options,
Stock Purchase Rights or Restricted Stock granted or awarded under the Plan
prior to the date of such termination.

                  (d)      Repricing Prohibited. Notwithstanding any provision
in this Plan to the contrary, absent approval of the stockholders of the Company
no Option may be amended to reduce the per Share exercise price of the Shares
subject to such Option below the per Share exercise price as of the date the
Option is granted. In addition, absent approval of the stockholders of the
Company no Option may be granted in exchange for, or in connection with, the
cancellation or surrender of an Option having a higher per Share exercise price.

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<PAGE>

         18.      Stockholder Approval. The Plan will be submitted for the
approval of the Company's stockholders within twelve (12) months after the date
of the Board's adoption of the Plan. Options, Stock Purchase Rights or
Restricted Stock may be granted or awarded prior to such stockholder approval,
provided that Options, Stock Purchase Rights and Restricted Stock not previously
authorized under the Plan shall not be exercisable, shall not vest and the
restrictions thereon shall not lapse prior to the time when the Plan is approved
by the stockholders, and provided further that if such approval has not been
obtained at the end of said twelve-month period, any Options, Stock Purchase
Rights and Restricted Stock previously granted or awarded but not previously
authorized under the Plan shall thereupon be canceled and become null and void.

         19.      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 to 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.

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

         21.      Investment Intent. The Company may require a Plan participant,
as a condition of exercising or acquiring stock under any Option or Stock
Purchase Right, (i) to give written assurances satisfactory to the Company as to
the participant's knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters
and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option or Stock
Purchase Right; and (ii) to give written assurances satisfactory to the Company
stating that the participant is acquiring the stock subject to the Option or
Stock Purchase Right for the participant's own account and not with any present
intention of selling or otherwise distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (A) the issuance of the shares upon the exercise or acquisition
of stock under the applicable Option or Stock Purchase Right has been registered
under a then currently effective registration statement under the Securities Act
or (B) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

         22.      Governing Law. The validity and enforceability of this Plan
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.

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