Exhibit 4.1

         ADVANCED PLANT PHARMACEUTICALS, INC. 2004 INCENTIVE STOCK PLAN

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      THIS ADVANCED PLANT PHARMACEUTICALS, INC. 2004 INCENTIVE STOCK PLAN (the
"Plan") is designed to retain directors, executives and selected employees and
consultants and reward them for making major contributions to the success of the
Company. These objectives are accomplished by making long-term incentive awards
under the Plan thereby providing Participants with a proprietary interest in the
growth and performance of the Company.

1.    Definitions.

      (a)   "Board" - The Board of Directors of the Company.

      (b)   "Code" - The Internal Revenue Code of 1986, as amended from time to
            time.

      (c)   "Committee" - The Compensation Committee of the Company's Board, or
            such other committee of the Board that is designated by the Board to
            administer the Plan, composed of not less than two members of the
            Board all of whom are disinterested persons, as contemplated by Rule
            16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act
            of 1934, as amended (the "Exchange Act").

      (d)   "Company" - ADVANCED PLANT PHARMACEUTICALS, INC. and its
            subsidiaries including subsidiaries of subsidiaries.

      (e)   "Exchange Act" - The Securities Exchange Act of 1934, as amended
            from time to time.

      (f)   "Fair Market Value" - The fair market value of the Company's issued
            and outstanding Stock as determined in good faith by the Board or
            Committee.

      (g)   "Grant" - The grant of any form of stock option, stock award, or
            stock purchase offer, whether granted singly, in combination or in
            tandem, to a Participant pursuant to such terms, conditions and
            limitations as the Committee may establish in order to fulfill the
            objectives of the Plan.

      (h)   "Grant Agreement" - An agreement between the Company and a
            Participant that sets forth the terms, conditions and limitations
            applicable to a Grant.

      (i)   "Option" - Either an Incentive Stock Option, in accordance with
            Section 422 of Code, or a Nonstatutory Option, to purchase the
            Company's Stock that may be awarded to a Participant under the Plan.
            A Participant who receives an award of an Option shall be referred
            to as an "Optionee."

      (j)   "Participant" - A director, officer, employee or consultant of the
            Company to whom an Award has been made under the Plan.

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      (k)   "Restricted Stock Purchase Offer" - A Grant of the right to purchase
            a specified number of shares of Stock pursuant to a written
            agreement issued under the Plan.

      (l)   "Securities Act" - The Securities Act of 1933, as amended from time
            to time.

      (m)   "Stock" - Authorized and issued or unissued shares of common stock
            of the Company.

      (n)   "Stock Award" - A Grant made under the Plan in stock or denominated
            in units of stock for which the Participant is not obligated to pay
            additional consideration.

2.    Administration. The Plan shall be administered by the Board, provided
      however, that the Board may delegate such administration to the Committee.
      Subject to the provisions of the Plan, the Board and/or the Committee
      shall have authority to (a) grant, in its discretion, Incentive Stock
      Options in accordance with Section 422 of the Code, or Nonstatutory
      Options, Stock Awards or Restricted Stock Purchase Offers; (b) determine
      in good faith the fair market value of the Stock covered by any Grant; (c)
      determine which eligible persons shall receive Grants and the number of
      shares, restrictions, terms and conditions to be included in such Grants;
      (d) construe and interpret the Plan; (e) promulgate, amend and rescind
      rules and regulations relating to its administration, and correct defects,
      omissions and inconsistencies in the Plan or any Grant; (f) consistent
      with the Plan and with the consent of the Participant, as appropriate,
      amend any outstanding Grant or amend the exercise date or dates thereof;
      (g) determine the duration and purpose of leaves of absence which may be
      granted to Participants without constituting termination of their
      employment for the purpose of the Plan or any Grant; and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Grant
      made thereunder.

3.    Eligibility.

      (a)   General: The persons who shall be eligible to receive Grants shall
            be directors, officers, employees or consultants to the Company. The
            term consultant shall mean any person, other than an employee, who
            is engaged by the Company to render services and is compensated for
            such services. An Optionee may hold more than one Option. Any
            issuance of a Grant to an officer or director of the Company
            subsequent to the first registration of any of the securities of the
            Company under the Exchange Act shall comply with the requirements of
            Rule 16b-3.

      (b)   Incentive Stock Options: Incentive Stock Options may only be issued
            to employees of the Company. Incentive Stock Options may be granted
            to officers or directors, provided they are also employees of the
            Company. Payment of a director's fee shall not be sufficient to
            constitute employment by the Company.

            The Company shall not grant an Incentive Stock Option under the Plan
      to any employee if such Grant would result in such employee holding the
      right to exercise for the first time in any one calendar year, under all
      Incentive Stock Options granted under the Plan or any other plan

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      maintained by the Company, with respect to shares of Stock having an
      aggregate fair market value, determined as of the date of the Option is
      granted, in excess of $100,000. Should it be determined that an Incentive
      Stock Option granted under the Plan exceeds such maximum for any reason
      other than a failure in good faith to value the Stock subject to such
      option, the excess portion of such option shall be considered a
      Nonstatutory Option. To the extent the employee holds two (2) or more such
      Options which become exercisable for the first time in the same calendar
      year, the foregoing limitation on the exercisability of such Option as
      Incentive Stock Options under the Federal tax laws shall be applied on the
      basis of the order in which such Options are granted. If, for any reason,
      an entire Option does not qualify as an Incentive Stock Option by reason
      of exceeding such maximum, such Option shall be considered a Nonstatutory
      Option.

      (c)   Nonstatutory Option: The provisions of the foregoing Section 3(b)
            shall not apply to any Option designated as a "Nonstatutory Option"
            or which sets forth the intention of the parties that the Option be
            a Nonstatutory Option.

      (d)   Stock Awards and Restricted Stock Purchase Offers: The provisions of
            this Section 3 shall not apply to any Stock Award or Restricted
            Stock Purchase Offer under the Plan.

4.    Stock.

      (a)   Authorized Stock: Stock subject to Grants may be either unissued or
            reacquired Stock.

      (b)   Number of Shares: Subject to adjustment as provided in Section 5(i)
            of the Plan, the total number of shares of Stock which may be
            purchased or granted directly by Options, Stock Awards or Restricted
            Stock Purchase Offers, or purchased indirectly through exercise of
            Options granted under the Plan shall not exceed Two Million
            (2,000,000). If any Grant shall for any reason terminate or expire,
            any shares allocated thereto but remaining unpurchased upon such
            expiration or termination shall again be available for Grants with
            respect thereto under the Plan as though no Grant had previously
            occurred with respect to such shares. Any shares of Stock issued
            pursuant to a Grant and repurchased pursuant to the terms thereof
            shall be available for future Grants as though not previously
            covered by a Grant.

      (c)   Reservation of Shares: The Company shall reserve and keep available
            at all times during the term of the Plan such number of shares as
            shall be sufficient to satisfy the requirements of the Plan. If,
            after reasonable efforts, which efforts shall not include the
            registration of the Plan or Grants under the Securities Act, the
            Company is unable to obtain authority from any applicable regulatory
            body, which authorization is deemed necessary by legal counsel for
            the Company for the lawful issuance of shares hereunder, the Company
            shall be relieved of any liability with respect to its failure to
            issue and sell the shares for which such requisite authority was so
            deemed necessary unless and until such authority is obtained.

      (d)   Application of Funds: The proceeds received by the Company from the
            sale of Stock pursuant to the exercise of Options or rights under
            Stock Purchase Agreements will be used for general corporate
            purposes.

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      (e)   No Obligation to Exercise: The issuance of a Grant shall impose no
            obligation upon the Participant to exercise any rights under such
            Grant.

5.    Terms and Conditions of Options. Options granted hereunder shall be
      evidenced by agreements between the Company and the respective Optionees,
      in such form and substance as the Board or Committee shall from time to
      time approve. The form of Incentive Stock Option Agreement attached hereto
      as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement
      for employees, for directors and for consultants, attached hereto as
      Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to
      be approved by the Board. Option agreements need not be identical, and in
      each case may include such provisions as the Board or Committee may
      determine, but all such agreements shall be subject to and limited by the
      following terms and conditions:

      (a)   Number of Shares: Each Option shall state the number of shares to
            which it pertains.

      (b)   Exercise Price: Each Option shall state the exercise price, which
            shall be determined as follows:

            (i)   Any Incentive Stock Option granted to a person who at the time
                  the Option is granted owns (or is deemed to own pursuant to
                  Section 424(d) of the Code) stock possessing more than ten
                  percent (10%) of the total combined voting power or value of
                  all classes of stock of the Company ("Ten Percent Holder")
                  shall have an exercise price of no less than 110% of the Fair
                  Market Value of the Stock as of the date of grant; and

            (ii)  Incentive Stock Options granted to a person who at the time
                  the Option is granted is not a Ten Percent Holder shall have
                  an exercise price of no less than 100% of the Fair Market
                  Value of the Stock as of the date of grant.

                  For the purposes of this Section 5(b), the Fair Market Value
         shall be as determined by the Board in good faith, which determination
         shall be conclusive and binding; provided however, that if there is a
         public market for such Stock, the Fair Market Value per share shall be
         the average of the bid and asked prices (or the closing price if such
         stock is listed on the NASDAQ National Market System or Small Cap Issue
         Market) on the date of grant of the Option, or if listed on a stock
         exchange, the closing price on such exchange on such date of grant.

(c)           Medium and Time of Payment: The exercise price shall become
              immediately due upon exercise of the Option and shall be paid in
              cash or check made payable to the Company. Should the Company's
              outstanding Stock be registered under Section 12(g) of the
              Exchange Act at the time the Option is exercised, then the
              exercise price may also be paid as follows:

            (i)   in shares of Stock held by the Optionee for the requisite
                  period necessary to avoid a charge to the Company's earnings
                  for financial reporting purposes and valued at Fair Market
                  Value on the exercise date, or

            (ii)  through a special sale and remittance procedure pursuant to
                  which the Optionee shall concurrently provide irrevocable
                  written instructions (a) to a Company designated brokerage

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                  firm to effect the immediate sale of the purchased shares and
                  remit to the Company, out of the sale proceeds available on
                  the settlement date, sufficient funds to cover the aggregate
                  exercise price payable for the purchased shares plus all
                  applicable Federal, state and local income and employment
                  taxes required to be withheld by the Company by reason of such
                  purchase and (b) to the Company to deliver the certificates
                  for the purchased shares directly to such brokerage firm in
                  order to complete the sale transaction.

            At the discretion of the Board, exercisable either at the time of
      Option grant or of Option exercise, the exercise price may also be paid
      (i) by Optionee's delivery of a promissory note in form and substance
      satisfactory to the Company and permissible under the Securities Rules of
      the State of New York and bearing interest at a rate determined by the
      Board in its sole discretion, but in no event less than the minimum rate
      of interest required to avoid the imputation of compensation income to the
      Optionee under the Federal tax laws, or (ii) in such other form of
      consideration permitted by the New York corporations law as may be
      acceptable to the Board.

      (d)   Term and Exercise of Options: Any Option granted to an employee of
            the Company shall become exercisable over a period of no longer than
            five (5) years, and no less than twenty percent (20%) of the shares
            covered thereby shall become exercisable annually. No Option shall
            be exercisable, in whole or in part, prior to one (1) year from the
            date it is granted unless the Board shall specifically determine
            otherwise, as provided herein. In no event shall any Option be
            exercisable after the expiration of ten (10) years from the date it
            is granted, and no Incentive Stock Option granted to a Ten Percent
            Holder shall, by its terms, be exercisable after the expiration of
            five (5) years from the date of the Option. Unless otherwise
            specified by the Board or the Committee in the resolution
            authorizing such Option, the date of grant of an Option shall be
            deemed to be the date upon which the Board or the Committee
            authorizes the granting of such Option.

            Each Option shall be exercisable to the nearest whole share, in
      installments or otherwise, as the respective Option agreements may
      provide. During the lifetime of an Optionee, the Option shall be
      exercisable only by the Optionee and shall not be assignable or
      transferable by the Optionee, and no other person shall acquire any rights
      therein. To the extent not exercised, installments (if more than one)
      shall accumulate, but shall be exercisable, in whole or in part, only
      during the period for exercise as stated in the Option agreement, whether
      or not other installments are then exercisable.

      (e)   Termination of Status as Employee, Consultant or Director: If
            Optionee's status as an employee shall terminate for any reason
            other than Optionee's disability or death, then Optionee (or if the
            Optionee shall die after such termination, but prior to exercise,
            Optionee's personal representative or the person entitled to succeed
            to the Option) shall have the right to exercise the portions of any
            of Optionee's Incentive Stock Options which were exercisable as of
            the date of such termination, in whole or in part, not less than 30
            days nor more than three (3) months after such termination (or, in
            the event of "termination for good cause" as that term is defined in
            New York case law related thereto, or by the terms of the Plan or
            the Option Agreement or an employment agreement, the Option shall
            automatically terminate as of the termination of employment as to
            all shares covered by the Option).

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            With respect to Nonstatutory Options granted to employees, directors
      or consultants, the Board may specify such period for exercise, not less
      than 30 days (except that in the case of "termination for cause" or
      removal of a director, the Option shall automatically terminate as of the
      termination of employment or services as to shares covered by the Option,
      following termination of employment or services as the Board deems
      reasonable and appropriate. The Option may be exercised only with respect
      to installments that the Optionee could have exercised at the date of
      termination of employment or services. Nothing contained herein or in any
      Option granted pursuant hereto shall be construed to affect or restrict in
      any way the right of the Company to terminate the employment or services
      of an Optionee with or without cause.

      (f)   Disability of Optionee: If an Optionee is disabled (within the
            meaning of Section 22(e)(3) of the Code) at the time of termination,
            the three (3) month period set forth in Section 5(e) shall be a
            period, as determined by the Board and set forth in the Option, of
            not less than six months nor more than one year after such
            termination.

      (g)   Death of Optionee: If an Optionee dies while employed by, engaged as
            a consultant to, or serving as a Director of the Company, the
            portion of such Optionee's Option which was exercisable at the date
            of death may be exercised, in whole or in part, by the estate of the
            decedent or by a person succeeding to the right to exercise such
            Option at any time within (i) a period, as determined by the Board
            and set forth in the Option, of not less than six (6) months nor
            more than one (1) year after Optionee's death, which period shall
            not be more, in the case of a Nonstatutory Option, than the period
            for exercise following termination of employment or services, or
            (ii) during the remaining term of the Option, whichever is the
            lesser. The Option may be so exercised only with respect to
            installments exercisable at the time of Optionee's death and not
            previously exercised by the Optionee.

      (h)   Nontransferability of Option: No Option shall be transferable by the
            Optionee, except by will or by the laws of descent and distribution.

      (i)   Recapitalization: Subject to any required action of shareholders,
            the number of shares of Stock covered by each outstanding Option,
            and the exercise price per share thereof set forth in each such
            Option, shall be proportionately adjusted for any increase or
            decrease in the number of issued shares of Stock of the Company
            resulting from a stock split, stock dividend, combination,
            subdivision or reclassification of shares, or the payment of a stock
            dividend, or any other increase or decrease in the number of such
            shares affected without receipt of consideration by the Company;
            provided, however, the conversion of any convertible securities of
            the Company shall not be deemed to have been "effected without
            receipt of consideration" by the Company.

            In the event of a proposed dissolution or liquidation of the
      Company, a merger or consolidation in which the Company is not the
      surviving entity, or a sale of all or substantially all of the assets or
      capital stock of the Company (collectively, a "Reorganization"), unless
      otherwise provided by the Board, this Option shall terminate immediately
      prior to such date as is determined by the Board, which date shall be no
      later than the consummation of such Reorganization. In such event, if the

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      entity which shall be the surviving entity does not tender to Optionee an
      offer, for which it has no obligation to do so, to substitute for any
      unexercised Option a stock option or capital stock of such surviving of
      such surviving entity, as applicable, which on an equitable basis shall
      provide the Optionee with substantially the same economic benefit as such
      unexercised Option, then the Board may grant to such Optionee, in its sole
      and absolute discretion and without obligation, the right for a period
      commencing thirty (30) days prior to and ending immediately prior to the
      date determined by the Board pursuant hereto for termination of the Option
      or during the remaining term of the Option, whichever is the lesser, to
      exercise any unexpired Option or Options without regard to the installment
      provisions of Paragraph 6(d) of the Plan; provided, that any such right
      granted shall be granted to all Optionees not receiving an offer to
      receive substitute options on a consistent basis, and provided further,
      that any such exercise shall be subject to the consummation of such
      Reorganization.

            Subject to any required action of shareholders, if the Company shall
      be the surviving entity in any merger or consolidation, each outstanding
      Option thereafter shall pertain to and apply to the securities to which a
      holder of shares of Stock equal to the shares subject to the Option would
      have been entitled by reason of such merger or consolidation.

            In the event of a change in the Stock of the Company as presently
      constituted, which is limited to a change of all of its authorized shares
      without par value into the same number of shares with a par value, the
      shares resulting from any such change shall be deemed to be the Stock
      within the meaning of the Plan.

            To the extent that the foregoing adjustments relate to stock or
      securities of the Company, such adjustments shall be made by the Board,
      whose determination in that respect shall be final, binding and
      conclusive. Except as expressly provided in this Section 5(i), the
      Optionee shall have no rights by reason of any subdivision or
      consolidation of shares of stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of
      stock of any class, and the number or price of shares of Stock subject to
      any Option shall not be affected by, and no adjustment shall be made by
      reason of, any dissolution, liquidation, merger, consolidation or sale of
      assets or capital stock, or any issue by the Company of shares of stock of
      any class or securities convertible into shares of stock of any class.

            The Grant of an Option pursuant to the Plan shall not affect in any
      way the right or power of the Company to make any adjustments,
      reclassifications, reorganizations or changes in its capital or business
      structure or to merge, consolidate, dissolve, or liquidate or to sell or
      transfer all or any part of its business or assets.

      (j)   Rights as a Shareholder: An Optionee shall have no rights as a
            shareholder with respect to any shares covered by an Option until
            the effective date of the issuance of the shares following exercise
            of such Option by Optionee. No adjustment shall be made for
            dividends (ordinary or extraordinary, whether in cash, securities or
            other property) or distributions or other rights for which the
            record date is prior to the date such stock certificate is issued,
            except as expressly provided in Section 5(i) hereof.

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      (k)   Modification, Acceleration, Extension, and Renewal of Options:
            Subject to the terms and conditions and within the limitations of
            the Plan, the Board may modify an Option, or, once an Option is
            exercisable, accelerate the rate at which it may be exercised, and
            may extend or renew outstanding Options granted under the Plan or
            accept the surrender of outstanding Options (to the extent not
            theretofore exercised) and authorize the granting of new Options in
            substitution for such Options, provided such action is permissible
            under Section 422 of the Code and the New York Securities Rules.
            Notwithstanding the provisions of this Section 5(k), however, no
            modification of an Option shall, without the consent of the
            Optionee, alter to the Optionee's detriment or impair any rights or
            obligations under any Option theretofore granted under the Plan.

      (l)   Exercise Before Exercise Date: At the discretion of the Board, the
            Option may, but need not, include a provision whereby the Optionee
            may elect to exercise all or any portion of the Option prior to the
            stated exercise date of the Option or any installment thereof. Any
            shares so purchased prior to the stated exercise date shall be
            subject to repurchase by the Company upon termination of Optionee's
            employment as contemplated by Section 5(n) hereof prior to the
            exercise date stated in the Option and such other restrictions and
            conditions as the Board or Committee may deem advisable.

      (m)   Other Provisions: The Option agreements authorized under the Plan
            shall contain such other provisions, including, without limitation,
            restrictions upon the exercise of the Options, as the Board or the
            Committee shall deem advisable. Shares shall not be issued pursuant
            to the exercise of an Option, if the exercise of such Option or the
            issuance of shares thereunder would violate, in the opinion of legal
            counsel for the Company, the provisions of any applicable law or the
            rules or regulations of any applicable governmental or
            administrative agency or body, such as the Code, the Securities Act,
            the Exchange Act, the New York Securities Rules, New York
            corporation law, and the rules promulgated under the foregoing or
            the rules and regulations of any exchange upon which the shares of
            the Company are listed. Without limiting the generality of the
            foregoing, the exercise of each Option shall be subject to the
            condition that if at any time the Company shall determine that (i)
            the satisfaction of withholding tax or other similar liabilities, or
            (ii) the listing, registration or qualification of any shares
            covered by such exercise upon any securities exchange or under any
            state or federal law, or (iii) the consent or approval of any
            regulatory body, or (iv) the perfection of any exemption from any
            such withholding, listing, registration, qualification, consent or
            approval is necessary or desirable in connection with such exercise
            or the issuance of shares thereunder, then in any such event, such
            exercise shall not be effective unless such withholding, listing
            registration, qualification, consent, approval or exemption shall
            have been effected, obtained or perfected free of any conditions not
            acceptable to the Company.

      (n)   Repurchase Agreement: The Board may, in its discretion, require as a
            condition to the Grant of an Option hereunder, that an Optionee
            execute an agreement with the Company, in form and substance
            satisfactory to the Board in its discretion ("Repurchase
            Agreement"), (i) restricting the Optionee's right to transfer shares
            purchased under such Option without first offering such shares to
            the Company or another shareholder of the Company upon the same
            terms and conditions as provided therein; and (ii) providing that
            upon termination of Optionee's employment with the Company, for any
            reason, the Company (or another shareholder of the Company, as

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            provided in the Repurchase Agreement) shall have the right at its
            discretion (or the discretion of such other shareholders) to
            purchase and/or redeem all such shares owned by the Optionee on the
            date of termination of his or her employment at a price equal to:
            (A) the fair value of such shares as of such date of termination; or
            (B) if such repurchase right lapses at 20% of the number of shares
            per year, the original purchase price of such shares, and upon terms
            of payment permissible under the New York securities rules; provided
            that in the case of Options or Stock Awards granted to officers,
            directors, consultants or affiliates of the Company, such repurchase
            provisions may be subject to additional or greater restrictions as
            determined by the Board or Committee.

6.    Stock Awards and Restricted Stock Purchase Offers.

      (a)   Types of Grants.

            (i)   Stock Award. All or part of any Stock Award under the Plan may
                  be subject to conditions established by the Board or the
                  Committee, and set forth in the Stock Award Agreement, which
                  may include, but are not limited to, continuous service with
                  the Company, achievement of specific business objectives,
                  increases in specified indices, attaining growth rates and
                  other comparable measurements of Company performance. Such
                  Awards may be based on Fair Market Value or other specified
                  valuation. All Stock Awards will be made pursuant to the
                  execution of a Stock Award Agreement substantially in the form
                  attached hereto as Exhibit C.

            (ii)  Restricted Stock Purchase Offer. A Grant of a Restricted Stock
                  Purchase Offer under the Plan shall be subject to such (i)
                  vesting contingencies related to the Participant's continued
                  association with the Company for a specified time and (ii)
                  other specified conditions as the Board or Committee shall
                  determine, in their sole discretion, consistent with the
                  provisions of the Plan. All Restricted Stock Purchase Offers
                  shall be made pursuant to a Restricted Stock Purchase Offer
                  substantially in the form attached hereto as Exhibit D.

      (b)   Conditions and Restrictions. Shares of Stock which Participants may
            receive as a Stock Award under a Stock Award Agreement or Restricted
            Stock Purchase Offer under a Restricted Stock Purchase Offer may
            include such restrictions as the Board or Committee, as applicable,
            shall determine, including restrictions on transfer, repurchase
            rights, right of first refusal, and forfeiture provisions. When
            transfer of Stock is so restricted or subject to forfeiture
            provisions it is referred to as "Restricted Stock". Further, with
            Board or Committee approval, Stock Awards or Restricted Stock
            Purchase Offers may be deferred, either in the form of installments
            or a future lump sum distribution. The Board or Committee may permit
            selected Participants to elect to defer distributions of Stock
            Awards or Restricted Stock Purchase Offers in accordance with
            procedures established by the Board or Committee to assure that such
            deferrals comply with applicable requirements of the Code including,
            at the choice of Participants, the capability to make further
            deferrals for distribution after retirement. Any deferred
            distribution, whether elected by the Participant or specified by the
            Stock Award Agreement, Restricted Stock Purchase Offers or by the
            Board or Committee, may require the payment be forfeited in
            accordance with the provisions of Section 6(c). Dividends or
            dividend equivalent rights may be extended to and made part of any

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            Stock Award or Restricted Stock Purchase Offers denominated in Stock
            or units of Stock, subject to such terms, conditions and
            restrictions as the Board or Committee may establish.

      (c)   Cancellation and Rescission of Grants. Unless the Stock Award
            Agreement or Restricted Stock Purchase Offer specifies otherwise,
            the Board or Committee, as applicable, may cancel any unexpired,
            unpaid, or deferred Grants at any time if the Participant is not in
            compliance with all other applicable provisions of the Stock Award
            Agreement or Restricted Stock Purchase Offer, the Plan and with the
            following conditions:

            (i)   A Participant shall not render services for any organization
                  or engage directly or indirectly in any business which, in the
                  judgment of the chief executive officer of the Company or
                  other senior officer designated by the Board or Committee, is
                  or becomes competitive with the Company, or which organization
                  or business, or the rendering of services to such organization
                  or business, is or becomes otherwise prejudicial to or in
                  conflict with the interests of the Company. For Participants
                  whose employment has terminated, the judgment of the chief
                  executive officer shall be based on the Participant's position
                  and responsibilities while employed by the Company, the
                  Participant's post-employment responsibilities and position
                  with the other organization or business, the extent of past,
                  current and potential competition or conflict between the
                  Company and the other organization or business, the effect on
                  the Company's customers, suppliers and competitors and such
                  other considerations as are deemed relevant given the
                  applicable facts and circumstances. A Participant who has
                  retired shall be free, however, to purchase as an investment
                  or otherwise, stock or other securities of such organization
                  or business so long as they are listed upon a recognized
                  securities exchange or traded over-the-counter, and such
                  investment does not represent a substantial investment to the
                  Participant or a greater than ten percent (10%) equity
                  interest in the organization or business.

            (ii)  A Participant shall not, without prior written authorization
                  from the Company, disclose to anyone outside the Company, or
                  use in other than the Company's business, any confidential
                  information or material, as defined in the Company's
                  Proprietary Information and Invention Agreement or similar
                  agreement regarding confidential information and intellectual
                  property, relating to the business of the Company, acquired by
                  the Participant either during or after employment with the
                  Company.

            (iii) A Participant, pursuant to the Company's Proprietary
                  Information and Invention Agreement, shall disclose promptly
                  and assign to the Company all right, title and interest in any
                  invention or idea, patentable or not, made or conceived by the
                  Participant during employment by the Company, relating in any
                  manner to the actual or anticipated business, research or
                  development work of the Company and shall do anything
                  reasonably necessary to enable the Company to secure a patent
                  where appropriate in the United States and in foreign
                  countries.

            (iv)  Upon exercise, payment or delivery pursuant to a Grant, the
                  Participant shall certify on a form acceptable to the
                  Committee that he or she is in compliance with the terms and
                  conditions of the Plan. Failure to comply with all of the
                  provisions of this Section 6(c) prior to, or during the six

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                  months after, any exercise, payment or delivery pursuant to a
                  Grant shall cause such exercise, payment or delivery to be
                  rescinded. The Company shall notify the Participant in writing
                  of any such rescission within two years after such exercise,
                  payment or delivery. Within ten days after receiving such a
                  notice from the Company, the Participant shall pay to the
                  Company the amount of any gain realized or payment received as
                  a result of the rescinded exercise, payment or delivery
                  pursuant to a Grant. Such payment shall be made either in cash
                  or by returning to the Company the number of shares of Stock
                  that the Participant received in connection with the rescinded
                  exercise, payment or delivery.

      (d)   Nonassignability.

            (i)   Except pursuant to Section 6(e)(iii) and except as set forth
                  in Section 6(d)(ii), no Grant or any other benefit under the
                  Plan shall be assignable or transferable, or payable to or
                  exercisable by, anyone other than the Participant to whom it
                  was granted.

            (ii)  Where a Participant terminates employment and retains a Grant
                  pursuant to Section 6(e)(ii) in order to assume a position
                  with a governmental, charitable or educational institution,
                  the Board or Committee, in its discretion and to the extent
                  permitted by law, may authorize a third party (including but
                  not limited to the trustee of a "blind" trust), acceptable to
                  the applicable governmental or institutional authorities, the
                  Participant and the Board or Committee, to act on behalf of
                  the Participant with regard to such Awards.

      (e)   Termination of Employment. If the employment or service to the
            Company of a Participant terminates, other than pursuant to any of
            the following provisions under this Section 6(e), all unexercised,
            deferred and unpaid Stock Awards or Restricted Stock Purchase Offers
            shall be cancelled immediately, unless the Stock Award Agreement or
            Restricted Stock Purchase Offer provides otherwise:

            (i)   Retirement Under a Company Retirement Plan. When a
                  Participant's employment terminates as a result of retirement
                  in accordance with the terms of a Company retirement plan, the
                  Board or Committee may permit Stock Awards or Restricted Stock
                  Purchase Offers to continue in effect beyond the date of
                  retirement in accordance with the applicable Grant Agreement
                  and the exercisability and vesting of any such Grants may be
                  accelerated.

            (ii)  Rights in the Best Interests of the Company. When a
                  Participant resigns from the Company and, in the judgment of
                  the Board or Committee, the acceleration and/or continuation
                  of outstanding Stock Awards or Restricted Stock Purchase
                  Offers would be in the best interests of the Company, the
                  Board or Committee may (i) authorize, where appropriate, the
                  acceleration and/or continuation of all or any part of Grants
                  issued prior to such termination and (ii) permit the exercise,
                  vesting and payment of such Grants for such period as may be
                  set forth in the applicable Grant Agreement, subject to
                  earlier cancellation pursuant to Section 9 or at such time as
                  the Board or Committee shall deem the continuation of all or
                  any part of the Participant's Grants are not in the Company's
                  best interest.

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            (iii) Death or Disability of a Participant.

                  (1)   In the event of a Participant's death, the Participant's
                        estate or beneficiaries shall have a period up to the
                        expiration date specified in the Grant Agreement within
                        which to receive or exercise any outstanding Grant held
                        by the Participant under such terms as may be specified
                        in the applicable Grant Agreement. Rights to any such
                        outstanding Grants shall pass by will or the laws of
                        descent and distribution in the following order: (a) to
                        beneficiaries so designated by the Participant; if none,
                        then (b) to a legal representative of the Participant;
                        if none, then (c) to the persons entitled thereto as
                        determined by a court of competent jurisdiction. Grants
                        so passing shall be made at such times and in such
                        manner as if the Participant were living.

                  (2)   In the event a Participant is deemed by the Board or
                        Committee to be unable to perform his or her usual
                        duties by reason of mental disorder or medical condition
                        which does not result from facts which would be grounds
                        for termination for cause, Grants and rights to any such
                        Grants may be paid to or exercised by the Participant,
                        if legally competent, or a committee or other legally
                        designated guardian or representative if the Participant
                        is legally incompetent by virtue of such disability.

                  (3)   After the death or disability of a Participant, the
                        Board or Committee may in its sole discretion at any
                        time (1) terminate restrictions in Grant Agreements; (2)
                        accelerate any or all installments and rights; and (3)
                        instruct the Company to pay the total of any accelerated
                        payments in a lump sum to the Participant, the
                        Participant's estate, beneficiaries or representative;
                        notwithstanding that, in the absence of such termination
                        of restrictions or acceleration of payments, any or all
                        of the payments due under the Grant might ultimately
                        have become payable to other beneficiaries.

                  (4)   In the event of uncertainty as to interpretation of or
                        controversies concerning this Section 6, the
                        determinations of the Board or Committee, as applicable,
                        shall be binding and conclusive.

7.    Investment Intent. All Grants under the Plan are intended to be exempt
      from registration under the Securities Act provided by Rule 701
      thereunder. Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are registered under the Securities Act or
      shall be exempt pursuant to the rules promulgated thereunder, each Grant
      under the Plan shall provide that the purchases or other acquisitions of
      Stock thereunder shall be for investment purposes and not with a view to,
      or for resale in connection with, any distribution thereof. Further,
      unless the issuance and sale of the Stock have been registered under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the exercise of the rights under such Grant unless and until (i) all
      then applicable requirements of state and federal laws and regulatory
      agencies shall have been fully complied with to the satisfaction of the
      Company and its counsel, and (ii) if requested to do so by the Company,
      the person exercising the rights under the Grant shall (i) give written
      assurances as to knowledge and experience of such person (or a
      representative employed by such person) in financial and business matters
      and the ability of such person (or representative) to evaluate the merits
      and risks of exercising the Option, and (ii) execute and deliver to the
      Company a letter of investment intent and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require. If shares are issued upon exercise of any rights

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      under a Grant without registration under the Securities Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      rights.

8.    Amendment, Modification, Suspension or Discontinuance of the Plan. The
      Board may, insofar as permitted by law, from time to time, with respect to
      any shares at the time not subject to outstanding Grants, suspend or
      terminate the Plan or revise or amend it in any respect whatsoever, except
      that without the approval of the shareholders of the Company, no such
      revision or amendment shall (i) increase the number of shares subject to
      the Plan, (ii) decrease the price at which Grants may be granted, (iii)
      materially increase the benefits to Participants, or (iv) change the class
      of persons eligible to receive Grants under the Plan; provided, however,
      no such action shall alter or impair the rights and obligations under any
      Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as
      of the date thereof without the written consent of the Participant
      thereunder. No Grant may be issued while the Plan is suspended or after it
      is terminated, but the rights and obligations under any Grant issued while
      the Plan is in effect shall not be impaired by suspension or termination
      of the Plan.

            In the event of any change in the outstanding Stock by reason of a
      stock split, stock dividend, combination or reclassification of shares,
      recapitalization, merger, or similar event, the Board or the Committee may
      adjust proportionally (a) the number of shares of Stock (i) reserved under
      the Plan, (ii) available for Incentive Stock Options and Nonstatutory
      Options and (iii) covered by outstanding Stock Awards or Restricted Stock
      Purchase Offers; (b) the Stock prices related to outstanding Grants; and
      (c) the appropriate Fair Market Value and other price determinations for
      such Grants. In the event of any other change affecting the Stock or any
      distribution (other than normal cash dividends) to holders of Stock, such
      adjustments as may be deemed equitable by the Board or the Committee,
      including adjustments to avoid fractional shares, shall be made to give
      proper effect to such event. In the event of a corporate merger,
      consolidation, acquisition of property or stock, separation,
      reorganization or liquidation, the Board or the Committee shall be
      authorized to issue or assume stock options, whether or not in a
      transaction to which Section 424(a) of the Code applies, and other Grants
      by means of substitution of new Grant Agreements for previously issued
      Grants or an assumption of previously issued Grants.

9.    Tax Withholding. The Company shall have the right to deduct applicable
      taxes from any Grant payment and withhold, at the time of delivery or
      exercise of Options, Stock Awards or Restricted Stock Purchase Offers or
      vesting of shares under such Grants, an appropriate number of shares for
      payment of taxes required by law or to take such other action as may be
      necessary in the opinion of the Company to satisfy all obligations for
      withholding of such taxes. If Stock is used to satisfy tax withholding,
      such stock shall be valued based on the Fair Market Value when the tax
      withholding is required to be made.

10.   Availability of Information. During the term of the Plan and any
      additional period during which a Grant granted pursuant to the Plan shall
      be exercisable, the Company shall make available, not later than one
      hundred and twenty (120) days following the close of each of its fiscal
      years, such financial and other information regarding the Company as is
      required by the bylaws of the Company and applicable law to be furnished
      in an annual report to the shareholders of the Company.

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11.   Notice. Any written notice to the Company required by any of the
      provisions of the Plan shall be addressed to the chief personnel officer
      or to the chief executive officer of the Company, and shall become
      effective when it is received by the office of the chief personnel officer
      or the chief executive officer.

12.   Indemnification of Board. In addition to such other rights or
      indemnifications as they may have as directors or otherwise, and to the
      extent allowed by applicable law, the members of the Board and the
      Committee shall be indemnified by the Company against the reasonable
      expenses, including attorneys' fees, actually and necessarily incurred in
      connection with the defense of any claim, action, suit or proceeding, or
      in connection with any appeal thereof, to which they or any of them may be
      a party by reason of any action taken, or failure to act, under or in
      connection with the Plan or any Grant granted thereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company) or paid by
      them in satisfaction of a judgment in any such claim, action, suit or
      proceeding, except in any case in relation to matters as to which it shall
      be adjudged in such claim, action, suit or proceeding that such Board or
      Committee member is liable for negligence or misconduct in the performance
      of his or her duties; provided that within sixty (60) days after
      institution of any such action, suit or Board proceeding the member
      involved shall offer the Company, in writing, the opportunity, at its own
      expense, to handle and defend the same.

13.   Governing Law. The Plan and all determinations made and actions taken
      pursuant hereto, to the extent not otherwise governed by the Code or the
      securities laws of the United States, shall be governed by the law of the
      State of New York and construed accordingly.

14.   Effective and Termination Dates. The Plan shall become effective on the
      date it is approved by the holders of a majority of the shares of Stock
      then outstanding. The Plan shall terminate ten years later, subject to
      earlier termination by the Board pursuant to Section 8.