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                                                                    Exhibit 10.3

                               EPICEPT CORPORATION

                           2005 EQUITY INCENTIVE PLAN

     1. PURPOSE. The EpiCept Corporation 2005 Equity Incentive Plan (the "Plan")
is intended to attract, retain and motivate officers and employees of,
consultants to, and non-employee directors providing services to the EpiCept
Corporation (the "Company") and its subsidiaries and affiliates by providing
them with appropriate incentives and rewards either through a proprietary
interest in the long-term success of the Company or compensation based on their
performance in fulfilling their personal responsibilities.

     2. ADMINISTRATION.

     (a) Committee. The Plan will be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised, unless otherwise determined by
the Board, of not less than two (2) members each of whom shall be (i) a
"Non-Employee Director" within the meaning of Rule 16b-3(b)(3) (or any successor
rule) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) "outside directors" within the meaning of Treasury
Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and (iii) an "independent directors"
within the meaning of the listing requirements of the NASDAQ (and each other
exchange on which the Company may be listed).

     (b) Authority. The Committee is authorized, subject to the provisions of
the Plan, to establish such rules as it deems necessary for the proper
administration of the Plan and to make such determinations and interpretations
in its sole discretion and to take such action in connection with the Plan and
any awards granted hereunder as it deems necessary or advisable, including the
right to accelerate the vesting or exerciseability of awards, establish the
terms and conditions of awards and cancel awards upon a Change of Control. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants and their legal representatives.

     (c) Indemnification. Except in circumstances involving bad faith or willful
misconduct of the person acting or failing to act, no member of the Committee
and no employee of the Company shall be liable for any act or failure to act
hereunder or for any act or failure to act hereunder by any other member or
employee or by any agent to whom duties in connection with the administration of
this Plan have been delegated. The Company shall indemnify members of the
Committee and any agent of the Committee who is an employee of the Company, a
subsidiary or an affiliate against any and all liabilities or expenses to which
they may be subjected by reason of any act or failure to act with respect to
their duties on behalf of the Plan, except in circumstances involving such
person's bad faith or willful misconduct.


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     (d) Delegation and Advisers. The Committee may delegate to one or more of
its members, or to one or more agents, such administrative duties as it may deem
advisable. Any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan. The Committee may employ such
legal or other counsel, consultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any opinion or computation received
from any such counsel, consultant or agent. Expenses incurred by the Committee
in the engagement of such counsel, consultant or agent shall be paid by the
Company, or the subsidiary or affiliate whose employees have benefited from the
Plan, as determined by the Committee.

     3. PARTICIPANTS. Participants will consist of such officers, employees,
consultants, and non-employee directors of the Company and its subsidiaries and
affiliates as the Committee in its sole discretion determines and whom the
Committee may designate from time to time to receive awards under the Plan.
Designation of a participant in any year shall not require the Committee to
designate such person to receive an award in any other year or, once designated,
to receive the same type or amount of award as granted to the participant in any
other year. The Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the type and amount of their
respective awards.

     4. TYPE OF AWARDS. Awards under the Plan may be granted in any one or a
combination of: (a) stock options, (b) restricted stock, and (c) cash.
Restricted stock, and cash awards may, as determined by the Committee in its
discretion, constitute performance-based awards, as described in Section 8
hereof. Awards granted under the Plan shall be evidenced by agreements (which
need not be identical) that provide additional terms and conditions associated
with such awards, as determined by the Committee in its sole discretion;
provided, however, that in the event of any conflict between the provisions of
the Plan and any such agreement, the provisions of the Plan shall prevail.

     5. COMMON STOCK AVAILABLE UNDER THE PLAN.

     (a) Maximum Shares. The aggregate number of shares of common stock of the
Company, par value $0.0001("Shares") that may be issued under this Plan shall be
4,000,000 Shares, which may be authorized and unissued or treasury Shares,
subject to Section 5(c) hereof and Section 11 hereof ("Maximum Shares"). The
maximum number of Shares with respect to which awards may be granted or measured
to any individual participant under the Plan in any calendar year during the
term of the Plan shall not exceed 1,500,000 Shares (subject to adjustments made
in accordance with Section 11 hereof) (the "Individual Maximum").

     (b) Counting Shares. Shares shall be charged against the Maximum Shares and
Individual Maximum, and, if applicable, the ISO Maximum, upon the grant of each
award (other than cash awards to be settled only in cash and performance based
awards


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which are not denominated in common stock) regardless of the vested status of
the award.

     (c) Additional Shares. Any Shares subject to an outstanding award granted
under the Plan which are, for any reason, forfeited, expired, canceled or
settled in cash without delivery to the award recipient of Shares, shall again
be available for awards under the Plan.

     Any Shares delivered to the Company as part or full payment for the
exercise or purchase price of an award granted under this Plan or, to the extent
the Committee determines that the availability of ISOs under the Plan will not
be compromised to satisfy the Company's withholding obligation with respect to
an award granted under this Plan, shall again be available for awards under the
Plan, provided however, that such Shares shall continue to be counted as
outstanding for purposes of determining whether an Individual Maximum has been
attained.

     6. STOCK OPTIONS.

     (a) Generally. Stock options will consist of awards from the Company that
will enable the holder to purchase a number of Shares at set terms. Options
shall be either incentive stock options or nonqualified stock options. The
Committee shall have the authority to grant to any participant stock options. A
stock option granted as an incentive stock option shall, to the extent it fails
to qualify as an incentive stock option, be treated as a nonqualified option.
Each stock option shall be subject to such terms and conditions, including
vesting, consistent with the Plan as the Committee may impose from time to time,
subject to the following limitations.

     (b) Exercise Price. Each stock option granted hereunder shall have such
per-Share exercise price as the Committee may determine at the date of grant.
Except as hereafter provided, the per-Share exercise price of a stock option
shall not be less than the fair market value (as defined in Section 15 of the
Plan) of a Share on the date of grant; provided, however, that if a stock option
is granted to a participant upon assumption of or in substitution of an award
granted by another entity in connection with a corporate transaction between the
Company and the granting entity, such as a merger, consolidation or acquisition,
the exercise price may be less than fair market value of a Share on the date the
substitute stock option is granted if the aggregate fair market value of the
Shares subject to the substitute stock option over the aggregate exercise price
of the substitute stock option does not exceed the aggregate fair market value
of the shares of the predecessor entity subject to the award being assumed or
substituted as of the date immediately preceding the corporate transaction (as
determined by the Committee), over the aggregate grant price or exercise price
of any such award.

     (c) Payment of Exercise Price. The option exercise price may be paid in
cash or, in the discretion of the Committee, by the delivery of Shares. In the
discretion of the Committee, payment may also be made by delivering a properly
executed exercise notice to the Company together with a copy of irrevocable
instructions to a broker to deliver


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promptly to the Company the amount of sale proceeds to pay the exercise price.
The Committee may prescribe any other method of paying the exercise price that
it determines to be consistent with applicable law and the purpose of the Plan.

     (d) Exercise Period. Stock options granted under the Plan shall be
exercisable to the extent vested, at such time or times and subject to such
terms and conditions as shall be determined by the Committee; provided, however,
that no stock option shall be exercisable later than ten (10) years after the
date it is granted except in the event of a participant's death within six (6)
months prior to such expiration date, in which case, the exercise period of such
participant's stock options may be extended beyond such period but no later than
one (1) year after the participant's death. All stock options shall terminate at
such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such option agreement at the date of grant.

     (e) Limitations on Incentive Stock Options. Incentive stock options may be
granted only to participants who are employees of the Company or of a "parent
corporation" or "subsidiary corporation" (as defined in Sections 424(e) and (f)
of the Code, respectively) at the date of grant. The aggregate fair market value
(determined as of the time the stock option is granted) of the Shares with
respect to which incentive stock options are exercisable for the first time by a
participant during any calendar year (under all option plans of the Company and
of any parent corporation or subsidiary corporation) shall not exceed one
hundred thousand dollars ($100,000). For purposes of the preceding sentence,
incentive stock options will be taken into account in the order in which they
are granted. The per-Share exercise price of an incentive stock option shall not
be less than 100% of the fair market value of the common stock on the date of
grant, and no incentive stock option may be exercised later than 10 years after
the date it is granted or, in the case of the death of a participant, such
longer period as permitted by Section 6(d).

     (f) Additional Limitations on Incentive Stock Options for Ten Percent
Shareholders. Incentive stock options may not be granted to any participant who,
at the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any parent
corporation or subsidiary corporation, unless the exercise price of the option
is fixed at not less than 110% of the fair market value of the common stock on
the date of grant and the exercise of such option is prohibited by its terms
after the expiration of five years from the date of grant of such option or, in
the case of the death of a participant, such longer period as permitted by
Section 6(d).

     7. RESTRICTED STOCK AWARDS.

     (a) Generally. The Committee may, in its discretion, grant restricted stock
awards consisting of common stock issued or transferred to participants with or
without other payments therefor, which are subject to transferability
restrictions and/or a substantial risk of forfeiture. Restricted stock awards
shall be construed as an offer by


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the Company to the participant to purchase the number of shares of common stock
subject to the restricted stock award at the purchase price, if any, established
therefor, and shall be subject to acceptance by a participant.

     (b) Payment of the Purchase Price. If a restricted stock award requires
payment therefor, the purchase price of any shares of common stock subject to a
restricted stock award may be paid in any manner authorized by the Committee,
which may include any manner authorized under the Plan for the payment of the
exercise price of a stock option. Restricted stock awards may also be made in
consideration of services rendered to the Company or its subsidiaries or
affiliates.

     (c) Additional Terms. Restricted stock awards may be subject to such terms
and conditions, including vesting, as the Committee determines appropriate,
including, without limitation, restrictions on the sale or other disposition of
such shares, the right of the Company to reacquire such shares for no
consideration upon termination of the participant's employment within specified
periods, and may constitute performance-based awards, as described in Section 8
hereof. The Committee may require the participant to deliver a duly signed stock
power, endorsed in blank, relating to the common stock covered by such an award.
The Committee may also require that the stock certificates evidencing such
shares be held in custody or bear restrictive legends until the restrictions
thereon shall have lapsed.

     (d) Rights as a Shareholder. Holders of restricted stock awards have the
right to receive dividends and to vote the shares; provided, however, unless the
Committee or the award agreement provides otherwise, dividends on restricted
stock awards shall be held in escrow and shall be payable, at such time as the
restrictions on the shares lapse, in either cash, shares or if applicable the
kind of property distributed as a dividend or any combination thereof.

     8. CASH AWARDS. The Committee may grant awards to be settled in cash;
provided, however, that non-employee directors shall not be eligible for cash
awards. Cash awards may be subject to such terms and conditions, including
vesting, as the Committee determines to be appropriate. Cash awards may
constitute performance-based awards, as described in Section 9 hereof. The
Company may, in its discretion, permit participants to defer settlement of cash
awards. The maximum award that may be granted to any participant as a cash award
in any calendar year is $1,500,000.00.

     9. PERFORMANCE-BASED AWARDS.

     (a) Generally. Any awards granted under the Plan may be granted in a manner
such that the awards qualify for the performance-based compensation exemption of
Section 162(m) of the Code ("performance-based awards"). As determined by the
Committee in its sole discretion, either the granting or vesting of such
performance-based awards shall be based on achievement of hurdle rates, growth
rates, and/or reductions in one or more business criteria determined by the
Committee that apply to the individual participant, one or more business units
or the Company as a whole.


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     (b) Establishment of Performance Goals. With respect to performance-based
awards, the Committee shall establish in writing (i) the performance goals
applicable to a given period, and such performance goals shall state, in terms
of an objective formula or standard, the method for computing the amount of
compensation payable to the participant if such performance goals are obtained
and (ii) the individual employees or class of employees to which such
performance goals apply no later than 90 days after the commencement of such
period (but in no event after 25% of such period has elapsed).

     (c) Certification of Performance. No performance-based awards shall be
payable to or vest with respect to, as the case may be, any participant for a
given period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied.

     (d) Modification of Performance-Based Awards. With respect to any awards
intended to qualify as performance-based awards, after establishment of a
performance goal, the Committee shall not revise such performance goal or
increase the amount of compensation payable thereunder (as determined in
accordance with Section 162(m) of the Code) upon the attainment of such
performance goal. However, the measurement of performance against goals shall
exclude the impact of charges for restructurings, discontinued operations,
extraordinary items and other unusual or non-recurring items, and the cumulative
effects of accounting changes, each as defined by generally accepted accounting
principles as identified in the financial statements, notes to the financial
statements or management's discussion or analysis. In accordance with Section
162(m) of the Code, the Committee may only exercise negative discretion with
respect to the amount of a performance-based award.

     10. FOREIGN LAWS. The Committee may grant awards to individual participants
who are subject to the tax laws of nations other than the United States, which
awards may have terms and conditions as determined by the Committee as necessary
to comply with applicable foreign laws. The Committee may take any action which
it deems advisable to obtain approval of such awards by the appropriate foreign
governmental entity; provided, however, that no such awards may be granted
pursuant to this Section 10 and no action may be taken which would result in a
violation of the Exchange Act, the Code or any other applicable law.

     11. ADJUSTMENT PROVISIONS; CHANGE OF CONTROL.

     (a) Adjustment Generally. If there shall be any change in the common stock
of the Company, through merger, consolidation, reorganization, recapitalization,
stock or special one-time cash dividend, stock split, reverse stock split, split
up, spin-off, combination of shares, exchange of shares, dividend in kind or
other like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made to each
outstanding award such that each such award shall thereafter be exercisable for
such securities, cash and/or other property as would have been received in
respect of the common stock subject to such award had such


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award been exercised in full immediately prior to such change or distribution,
and such an adjustment shall be made successively each time any such change
shall occur.

     (b) Modification of Awards. In the event of any change or distribution
described in subsection (a) above, in order to prevent dilution or enlargement
of participants' rights under the Plan, the Committee will have authority to
adjust, in an equitable manner, the number and kind of shares that may be issued
under the Plan, the number and kind of shares subject to outstanding awards, the
exercise price applicable to outstanding awards, and the fair market value of
the common stock and other value determinations applicable to outstanding
awards; provided, however, that any such arithmetic adjustment to a
performance-based award shall not cause the amount of compensation payable
thereunder to be increased from what otherwise would have been due upon
attainment of the unadjusted award. Appropriate adjustments may also be made by
the Committee in the terms of any awards under the Plan to reflect such changes
or distributions and to modify any other terms of outstanding awards on an
equitable basis, including modifications of performance targets and changes in
the length of performance periods; provided, however, that any such arithmetic
adjustment to a performance-based award shall not cause the amount of
compensation payable thereunder to be increased from what otherwise would have
been due upon attainment of the unadjusted award. In addition, other than with
respect to stock options and other awards intended to constitute
performance-based awards, the Committee is authorized to make adjustments to the
terms and conditions of, and the criteria included in, awards in recognition of
unusual or nonrecurring events affecting the Company or the financial statements
of the Company, or in response to changes in applicable laws, regulations, or
accounting principles.

     (c) Effect of a Change of Control. Notwithstanding any other provision of
this Plan, if there is a Change of Control (as defined in subsection (d) below)
of the Company, the Committee may provide at anytime prior to the Change of
Control that all then outstanding stock options and unvested cash awards shall
immediately vest and become exercisable and any restrictions on restricted stock
awards shall immediately lapse. In addition, the Committee may provide that all
awards held by participants who are at the time of the Change of Control in the
service of the Company a subsidiary or affiliate shall remain exercisable for
the remainder of their terms notwithstanding any subsequent termination of a
participant's service. All awards shall be subject to the terms of any agreement
effecting the Change of Control, which agreement may provide, without
limitation, that in lieu of continuing the awards, each stock option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder, and that such holder shall receive, with respect to each share of common
stock subject to such stock option, an amount equal to the excess of the fair
market value of such shares of common stock immediately prior to the occurrence
of such Change of Control over the exercise price (or base price) per Share
underlying such stock option with such amount payable in cash, in one or more
kinds of property (including the property, if any, payable in the transaction)
or in a combination thereof, as the Committee, in its discretion, shall
determine. A provision like the one contained in the preceding sentence shall be
inapplicable to a stock option granted within 6 months before the occurrence of
a Change


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of Control if the holder of such stock option is subject to the reporting
requirements of Section 16(a) of the Exchange Act and no exception from
liability under Section 16(b) of the Exchange Act is otherwise available to such
holder.

     (d) Definitions.

          (i) For purposes of this Section 11, a "Change of Control" of the
     Company shall be deemed to have occurred upon any of the following events:

               (A) Any person(s), as such term is defined in Section 13(d) of
          the Exchange Act as of the Effective Date, or group of persons,
          becomes directly or indirectly, a "beneficial owner" as such term is
          used as of the Effective Date in Rule 13d-3 promulgated under the
          Exchange Act, of 50% or more of the Voting Securities of the Company
          (measured either by number of Voting Securities or voting power);

               (B) a majority of the Board of Directors consists of individuals
          other than "Incumbent Directors" which term means the members of the
          Board of Directors on the Effective Date; provided that any individual
          becoming a director subsequent to such date whose election or
          nomination for election was supported (other than in connection with
          any actual or threatened proxy contest) by two-thirds of the directors
          who then comprised the Incumbent Directors shall be considered to be
          an Incumbent Director; or

               (C) (A) the Company combines with another entity and is the
          surviving entity, or (B) all or substantially all of the assets or
          business of the Company is disposed of pursuant to a sale, merger,
          consolidation, liquidation, dissolution or other transaction or series
          of transactions (collectively, a "Triggering Event") unless the
          holders of Voting Securities of the Company immediately prior to such
          Triggering Event beneficially own, directly or indirectly, by reason
          of their ownership of Voting Securities of the Company immediately
          prior to such Triggering Event, more than 50% of the Voting Securities
          (measured both by number of Voting Securities and by voting power) of
          (x) the Company, in the case of a combination in which the Company is
          the surviving entity and (y) in any other case, the entity if any that
          succeeds to substantially all of the Company's business and assets.

          (ii) For purposes of this Section 11, "Voting Securities" shall mean
     issued and outstanding securities of any class or classes having general
     voting power, under ordinary circumstances in the absence of contingencies,
     to elect, the members of the Board of Directors, or other governing body,
     of the Company.

     12. TERMINATION OF SERVICE.


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     (a) Termination (other than for Cause). Unless the Committee or the
applicable award agreement provides otherwise, if a participant's service with
the Company or any subsidiary or affiliate terminates for any reason other than
for "cause" (which shall have the meaning defined in the applicable award
agreement or, in the absence of such definition shall be defined by the
Committee).

          (i) Stock Options. Except as provided in Section 11(c) hereof, any
     outstanding stock options shall expire on the earlier of:

               (A) the expiration of their term,

               (B) 90 days following termination of the participant's service
          other than termination of service on account of death or Disability.

     provided, however, that a participant (or in the case of the participant's
     death or Disability, the participant's representative) may exercise all or
     part of the participant's stock options at any time before the expiration
     of such stock options following termination of service only to the extent
     that the stock options are vested on or before the date participant's
     service terminates. The balance of the stock options s (which are not
     vested on the date participant's service terminates) shall lapse when the
     participant's service terminates.

     If by virtue of this provision, an incentive stock option is not exercised
     within three (3) months after a participant's employment terminates, then
     unless such participant's employment termination is due to his or her death
     or Disability (defined for this purpose only as described in Section
     22(e)(3) of the Code), the incentive stock option shall be treated as a
     nonqualified stock option.

          (ii) Restricted Stock Awards. All unvested restricted stock awards
     shall expire upon termination of service.

          (iii) Cash Awards/Performance-Based Awards. All cash awards and
     performance-based awards shall be forfeited upon termination of service.

     (b) Termination of Service (for Cause). All of a participant's awards
(including any exercised stock options for which shares or cash have not been
delivered to the participant) shall be cancelled and forfeited immediately on
the date of the participant's termination of service with the Company or any
subsidiary if such termination is for cause or cause exists on such date, and
the Company shall return to the participant the price (if any) paid for any
undelivered shares. Should a participant die at a time when cause exists, all of
the participant's awards (including any exercised stock options for which shares
have not been delivered to the participant) shall be cancelled and forfeited
immediately as of the date of the participant's death.

     (c) Leave of Absence. For purposes of this Section 12, service shall be
deemed to continue while the participant is on a bona fide leave of absence, if
such leave was approved by the Company in writing or if continued crediting of
service for this


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purpose is expressly required by the terms of such leave or by applicable law
(as determined by the Committee).

     13. NONTRANSFERABILITY. Each award granted under the Plan to a participant
shall not be transferable except by will or the laws of descent and distribution
or as permitted by the Committee to a participant's spouse, lineal descendants,
siblings, parents, heirs, executors, administrators, testamentary trustees,
legatees, beneficiaries or a trust for the exclusive benefit of any of the
foregoing persons, or to any charitable organizations described in Section
501(c)(3) of the Code, which shall have discretion to permit transferability to
third parties under such terms and conditions as it shall determine. In the
event of the death of a participant (which for this purpose only shall include
any transferee), each stock option theretofore granted to him or her shall be
exercisable during such period after his or her death as described in Section 12
hereof but unless the Committee or the award agreement provides otherwise, such
award shall only be exercisable by the executor or administrator of the estate
of the deceased participant or the person or persons to whom the deceased
participant's rights under the stock option shall pass by will or the laws of
descent and distribution.

     14. OTHER PROVISIONS. The granting of or distribution under any award under
the Plan may also be subject to such other provisions (whether or not applicable
to the awards of any other participant) as the Committee determines appropriate,
including, without limitation, for the forfeiture of, or restrictions on resale
or other disposition of, common stock acquired under any form of award, for the
acceleration of exercisability or vesting of awards in the event of a Change of
Control, for the payment of the value of awards to participants in the event of
a Change of Control, or to comply with federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan.

     15. FAIR MARKET VALUE. For purposes of this Plan and any awards awarded
hereunder, fair market value per Share as of a particular date shall mean (i) if
shares are then listed on a national stock exchange, the closing price per Share
on the exchange for the last preceding date on which there was a sale of shares
on such exchange, as determined by the Committee, (ii) if shares are not then
listed on a national stock exchange but are then traded on an over-the-counter
market, the average of the closing bid and asked prices for such shares in such
over-the-counter market for the last preceding date on which there was a sale of
such shares in such market, as determined by the Committee, or (iii) if shares
are not then listed on a national exchange or traded on an over-the-counter
market, such value as the Committee in its discretion may in good faith
determine; provided that, where such shares are so listed or traded, the
Committee may make discretionary determinations where the shares have not been
traded for 10 trading days.

     16. WITHHOLDING. All payments or distributions of awards made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements at the minimum
statutory withholding rates. If the Company proposes or is required to
distribute common stock


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pursuant to the Plan, it may require the recipient to remit to it or to the
corporation that employs such recipient an amount sufficient to satisfy such tax
withholding requirements prior to the delivery of any certificates for such
common stock. In lieu thereof, the Company or the employing corporation shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from such corporation to the recipient as the Committee shall
prescribe. The Committee may, in its discretion and subject to such rules as it
may adopt (including any as may be required to satisfy applicable tax and/or
non-tax regulatory requirements), permit an optionee or award or right holder to
pay all or a portion of the federal, state and local withholding taxes arising
in connection with any award consisting of shares of common stock by electing to
have the Company withhold shares of common stock having a fair market value
equal to the amount of tax to be withheld, such tax calculated at minimum
statutory withholding rates.

     17. TENURE. A participant's right, if any, to continue to serve the Company
or any of its subsidiaries or affiliates as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.

     18. UNFUNDED PLAN. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

     19. NO FRACTIONAL SHARES. No fractional shares of common stock shall be
issued or delivered pursuant to the Plan or any award. The Committee shall
determine whether cash, or awards, or other property shall be issued or paid in
lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

     20. DURATION, AMENDMENT AND TERMINATION. No award shall be granted more
than 10 years after the Effective Date. The Committee may amend the Plan from
time to time or suspend or terminate the Plan at any time. No amendment of the
Plan may be made without approval of the stockholders of the Company if the
amendment will: (i) increase the aggregate number of shares of common stock that
may be delivered through stock options under the Plan; (ii) increase the Maximum
Shares or the Individual Maximum as set forth in Section 5 hereof; (iii) permit
the re-pricing of an award to a lower exercise price, base price or purchase
price, as applicable, (including, without limitation, the cancellation of an
award followed by a re-grant of that award six (6)


                                       11
<PAGE>
months later); (iv) modify the requirements as to eligibility for participation
in the Plan; or (v) change the legal entity authorized to make awards under the
Plan.

     21. GOVERNING LAW. This Plan, awards granted hereunder and actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).

     22. EFFECTIVE DATE. The Plan shall be effective as of the Effective Time
(as such term is defined in the Agreement and Plan of Merger, among the Company,
Magazine Acquisition Corp. and Maxim Pharmaceuticals, Inc., dated as of
September 6, 2005) (the "Effective Date"), provided that the Plan is approved by
the stockholders of the Company at an annual meeting or any special meeting of
stockholders of the Company within 12 months of the Effective Date, and such
approval of stockholders shall be a condition to the right of each participant
to receive any awards hereunder. Any awards granted under the Plan prior to such
approval of stockholders shall be effective as of the date of grant (unless,
with respect to any award, the Committee specifies otherwise at the time of
grant), but no such award may be exercised or settled and no restrictions
relating to any award may lapse prior to such stockholder approval, and if
stockholders fail to approve the Plan as specified hereunder, any such award
shall be cancelled.


                                       12
<PAGE>
               SECTION WHERE IMPORTANT TERMS FIRST DEFINED OR USED

<TABLE>
<CAPTION>
TERM                        SECTION
-----                      ---------
<S>                        <C>
Board                       2(a)
Cash Award                  8
Cause                      12(a)
Change of Control          11(d)(i)
Code                        2(a)
Committee                   2(a)
Common Stock                5(a)
Company                     1
Effective Date             22
Exchange Act                2(a)
Fair Market Value          15
Independent Director        2(a)
Individual Maximum          5(a)
Maximum Shares              5(a)
Non-Employee Director       2(a)
Parent Corporation          6(e)
Performance-Based Awards    9(a)
Plan                        1
Restricted Stock Award      7
Share                       5(a)
Stock Options               6
Subsidiary Corporation      6(e)
Voting Securities          11(d)(ii)
</TABLE>


                                       13