<PAGE>

                                                                    EXHIBIT 10.2

                                    PHYSIOME

                                    SCIENCES

                                STOCK OPTION PLAN

                         (AS AMENDED SEPTEMBER 21, 2001)

<PAGE>

                             PHYSIOME SCIENCES, INC.

                                STOCK OPTION PLAN
<TABLE>
<S>                                                                                         <C>
ARTICLE 1         ESTABLISHMENT AND PURPOSE
   1.1       Establishment and Effective Date.........................................       1
   1.2       Purpose..................................................................       1
ARTICLE 2 AWARDS
   2.1       Form of Awards...........................................................       1
   2.2       Maximum Shares Available.................................................       2
   2.3       Return of Prior Awards...................................................       2
ARTICLE 3 ADMINISTRATION
   3.1       Committee................................................................       2
   3.2       Powers of the Committee..................................................       3
   3.3       Delegation...............................................................       3
   3.4       Interpretations..........................................................       3
   3.5       Liability; Indemnification...............................................       4
ARTICLE 4 ELIGIBILITY.................................................................       4
ARTICLE 5 STOCK OPTIONS
   5.1       Grant of Options.........................................................       4
   5.2       Designation as Non-Qualified Stock Option or Incentive Stock Option......       4
   5.3       Option Price.............................................................       5
   5.4       Limitation on Amount of Incentive Stock to Options.......................       5
   5.5       Limitation on Time of Grant..............................................       5
   5.6       Exercise and Payment.....................................................       6
   5.7       Term.....................................................................       6
   5.8       Rights as a Stockholder..................................................       6
   5.9       General Restrictions.....................................................       7
ARTICLE 6 NONTRANSFERABILITY OF OPTIONS...............................................       7
ARTICLE 7 EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY, RETIREMENT OR DEATH
   7.1       General Rule.............................................................       8
   7.2       Disability or Retirement.................................................       8
   7.3       Death....................................................................       9
   7.4       Termination of Unvested Options..........................................       9
ARTICLE 8 RESTRICTED SHARES
   8.1       Grant or Sale of Restricted Sales........................................      10
   8.2       Restrictions.............................................................      10
   8.3       Restricted Stock Certificates............................................      10
   8.4       Rights of Holders of Restricted Shares...................................      10
   8.5       Forfeiture; Repurchase...................................................      10
   8.6       Delivery of Restricted Shares............................................      11
ARTICLE 9 UNRESTRICTED SHARES
   9.1       Grant or Sale of Unrestricted Shares.....................................      11
   9.2       Delivery of Unrestricted Shares..........................................      11
ARTICLE 10 TAX OFFSET PAYMENTS........................................................      11
ARTICLE 11 ADJUSTMENT UPON CHANGES IN CAPITALIZATION..................................      12
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                         <C>
ARTICLE 12 AMENDMENT AND TERMINATION..................................................      12
ARTICLE 13 WRITTEN AGREEMENT..........................................................      13
ARTICLE 14 MISCELLANEOUS PROVISIONS
   14.1      Tax Withholding..........................................................      13
   14.2      Compliance with Section 16(b)............................................      13
   14.3      Successors...............................................................      14
   14.4      General Creditor Status..................................................      14
   14.5      No Right to Employment...................................................      14
   14.6      Notices..................................................................      14
   14.7      Severability.............................................................      15
   14.8      Governing Law............................................................      15
</TABLE>

                                       ii
<PAGE>

                             PHYSIOME SCIENCES, INC.

                                STOCK OPTION PLAN

                                   ARTICLE 1

                            ESTABLISHMENT AND PURPOSE

1.1   ESTABLISHMENT AND EFFECTIVE DATE

      Physiome Sciences, Inc., a Delaware corporation (the "Corporation"),
      hereby establishes a stock incentive plan to be known as the "Physiome
      Sciences, Inc. Stock Option Plan" (the "Plan"). The Plan shall become
      effective as of September 12, 1997 subject to the approval of the
      stockholders of the Corporation. In the event that such stockholder
      approval is not obtained, any awards made hereunder shall be cancelled and
      all rights of employees and consultants with respect to such awards shall
      thereupon cease. Upon approval of the Plan by the Board of Directors of
      the Corporation (the "Board"), awards may be made by the Board or the
      Board's Compensation Committee (the "Committee"), as provided herein.

1.2   PURPOSE

      The purpose of the Plan is to encourage and enable key employees,
      directors and consultants (subject to such requirements as may be
      prescribed by the Committee) of the Corporation and its subsidiaries to
      acquire a proprietary interest in the Corporation through the ownership of
      the Corporation's common stock, par value $0.01 per share ("Common
      Stock"), and other rights with respect to the Common Stock. Such ownership
      will provide such employees, directors and consultants with a more direct
      stake in the future welfare of the Corporation and encourage them to
      remain with the Corporation and its subsidiaries. It is also expected that
      the Plan will encourage qualified persons to seek and accept employment
      with the Corporation and its subsidiaries.

                                   ARTICLE 2

                                     AWARDS

2.1   FORM OF AWARDS

      Awards under the Plan may be granted in any one or all of the following
      forms:

      (i)   incentive stock options ("Incentive Stock Options") meeting the
            requirements of Section 422 of the Internal Revenue Code of 1986, as
            amended (the "Code");

      (ii)  non-qualified stock options ("Non-qualified Stock Options") (unless
            otherwise indicated, references in the plan to "Options" shall
            include both Incentive Stock Options and Non-qualified Stock
            Options);

      (iii) shares of Common Stock which are subject to vesting requirements as
            provided in Article 8 hereof ("Restricted Shares");

                                       1
<PAGE>

      (iv)  shares of Common Stock that are not subject to any vesting
            requirements ("Unrestricted Shares"); and

      (v)   tax offset payments ("Tax Offset Payments"), as described in Article
            10 hereof.

2.2   MAXIMUM SHARES AVAILABLE

      The maximum aggregate number of shares of Common Stock available for award
      under the Plan is 5,130,000, subject to adjustment pursuant to Article 11
      hereof. The maximum aggregate number of shares of Common Stock or Options
      with respect thereto that may be awarded under the Plan to any individual
      during any calendar year is 2,000,000, subject to adjustment pursuant to
      Article 11 hereof. Shares of Common Stock issued pursuant to the Plan may
      be either authorized by unissued shares or issued shares reacquired by the
      Corporation. In the event that prior to the end of the period during which
      Options may be granted under the Plan, any Option under the Plan expires
      unexercised or is terminated, surrendered or cancelled without being
      exercised in whole or in part for any reason, or any Restricted Shares are
      forfeited, or if such awards are settled in case in lieu of shares of
      Common Stock, then such shares shall be available for subsequent awards
      under the Plan upon such terms and conditions as the Committee may
      determine.

2.3   RETURN OF PRIOR AWARDS

      As a condition to any subsequent award, the Committee shall have the
      right, in its sole discretion, to require employees to return to the
      Corporation awards previously granted under the Plan. Subject to the
      provisions of the Plan, such new award shall be upon such terms and
      conditions as are specified by the Committee at the time the new award is
      granted.

                                   ARTICLE 3

                                ADMINISTRATION

3.1   COMMITTEE

      Awards shall be determined, and the Plan shall be administered, by the
      Board or the Committee. Whenever the Plan grants power and authority to
      the Committee, it shall also be deemed to have granted the same power and
      authority to the Board. The Committee shall be appointed from time to time
      by the Board, which Committee shall consist of not less than two (2)
      members of the Board; PROVIDED, HOWEVER, that from and after the
      consummation of the initial public offering of the Common Stock and so
      long as the Plan shall be required to comply with Rule 16b-3 ("Rule
      16b-3") promulgated by the Securities and Exchange Commissions (the "SEC")
      under the Securities and Exchange Act of 1934, as amended (the "1934
      Act"), in order to permit transactions pursuant to the Plan by employees
      of the Corporation to be exempt from the provisions of Section 16(b) of
      the 1934 Act, each member of the Committee shall be a "Non-Employee
      Director," as that term is defined in subparagraph (b)(3)(i) of Rule
      16b-3; and PROVIDED FURTHER, however, that each member of the Committee
      shall also be an "outside director" as that term is defined in Treasury
      Regulation Section 1.162-27(e)(3).

                                       2
<PAGE>

3.2   POWERS OF THE COMMITTEE

      Subject to the express provisions of the Plan, the Committee shall have
      the power and authority

      (i)   to grant Options and to determine the purchase price of the Common
            Stock covered by each Option, the term of each Option, the number of
            shares of Common Stock to be covered by each Option, the time or
            times at which each Option shall become exercisable and the duration
            of the exercise period applicable to each Option;

      (ii)  to designated Options as Incentive Stock Options;

      (iii) to grant or cause to be sold Restricted Shares and to determine the
            purchase price, if any, of such shares and the vesting period and
            other conditions and restrictions applicable to such shares;

      (iv)  to grant or cause to be sold Unrestricted Shares and to determine
            the purchase price, if any, of such shares;

      (v)   to determine the amount of, and to make, Tax Offset Payments;

      (vi)  to determine the employees, directors and the consultants to whom,
            and the time or times at which, Options, Restricted Shares,
            Unrestricted Shares and Tax Offset Payments shall be granted or
            made; and

      (vii) to take all other actions contemplated to be taken by the Committee
            under the Plan, including, but not limited to, authorizing the
            amendment of any written agreement relating to any award made
            hereunder.

      Without limiting the forgoing, in the event of a merger, consolidation,
      combination, exchange of shares, separation, spin-off, reorganization,
      liquidation or other similar transaction, the Committee may, in its sole
      discretion, accelerate the lapse of any vesting periods and waiting
      periods and extend the exercise periods applicable to any award made under
      the Plan.

3.3   DELEGATION

      The Committee may delegate to one or more of its members or to any other
      person or persons such ministerial duties as it may deem advisable;
      PROVIDED, HOWEVER, that the Committee may not delegate any of its
      responsibilities hereunder to any director who is not a "Non-Employee
      Director," as that term is defined in subparagraph (b)(3)(i) of Rule
      16(b)(3). The Committee may also employ attorneys, consultants,
      accountants or other professional advisors and shall be entitled to rely
      upon the advice opinions or valuations of any such advisors.

3.4   INTERPRETATIONS

      The Committee shall have sole discretionary authority to interpret the
      terms of the Plan, to adopt and revise rules, regulations and policies to
      administer the Plan and to make any other factual determinations which it
      believes to be necessary or advisable for the administration of the Plan.
      All actions taken and interpretations and determinations made by the
      Committee in good faith shall be final and binding upon the Corporation,
      all employees, directors and consultants who have received awards under
      the Plan and all other interested persons.

                                       3
<PAGE>

3.5   LIABILITY; INDEMNIFICATION

      No member of the Committee, nor any person to whom ministerial duties have
      been delegated, shall be personally liable for any action, interpretation
      or determination made with respect to the Plan or awards made thereunder,
      and each member of the Committee shall be fully indemnified and protected
      by the Corporation with respect to any liability he or she may incur with
      respect to any such action, interpretation or determination, to the extent
      permitted by applicable law and to the extent provided in the
      Corporation's certificate of incorporation and bylaws, as amended from
      time to time, or under any agreement between any such member of the
      Corporation.

                                    ARTICLE 4

                                   ELIGIBILITY

      Awards may be made to all employees, directors and consultants of the
      Corporation or any of its subsidiaries (subject to such requirements as
      may be prescribed by the Board or the Committee). In determining the
      employees, directors and consultants to whom awards shall be granted and
      the number of shares to be covered by each award, the Committee shall take
      into account the nature of the services rendered by such employees,
      directors and consultants, their present and potential contributions to
      the success of the Corporation and its subsidiaries and such other factors
      as the Committee in its sole discretion shall deem relevant.

      Notwithstanding the foregoing, only employees of the Corporation and any
      present of future corporation which is or may be a "subsidiary
      corporation" of the Corporation (as such term is defined in Section 424(f)
      of the Code) shall be eligible to receive Incentive Stock Options.

                                    ARTICLE 5

                                  STOCK OPTIONS

5.1   GRANT OF OPTIONS

      Options may be granted under the Plan for the purchase of shares of Common
      Stock. Options shall be granted in such form and upon such terms and
      conditions, including the satisfaction of corporate or individual
      performance objectives and other vesting standards, as the Committee shall
      from time to time determine.

5.2   DESIGNATION AS NON-QUALIFIED STOCK OPTION OR INCENTIVE STOCK OPTION

      In connection with any grant of Options, the Committee shall designate in
      the written agreement require pursuant to Article 14 hereof whether the
      Options granted shall be Incentive Stock Options or Non-Qualified Stock
      Options, or in the case both are granted, the number of shares of each.

                                       4
<PAGE>

5.3   OPTION PRICE

      The purchase price per share under each Incentive Stock Option shall be
      not less than the Market Price (as hereinafter defined) of the Common
      Stock on the date the Incentive Stock Option is granted. The purchase
      price per share under each Non-Qualified Stock Option shall be determined
      by the Committee. In no case, however, shall the purchase price per share
      of either an Incentive Stock Option or Non-Qualified Stock Option be less
      than the par value of the Common Stock ($0.01). In the case of an
      Incentive Stock Option granted to an employee owning (actually or
      constructively under Section 424(d) of the Code), more than 10% of the
      total combined voting power of all classes of stock of the Corporation or
      of a subsidiary (a "10% Stockholder"), the option price shall not be less
      than 110% of the Market Price of the Common Stock on the date of grant.

      The "Market Price" of the Common Stock on any day shall be determined as
      follows:

      (i)   if the Common Stock is listed on a national securities exchange or
            quoted through the NASDAQ National Market System, the Market Price
            on any day shall be, in the sole discretion of the Committee, either
            (x) the average of the high and low reported Consolidated Trading
            sales prices, or if no such sale is made on such day, the average of
            the closing bid and asked prices reported on the Consolidated
            Trading listing for such day or (y) the closing price reported on
            the Consolidated Trading listing for such day;

      (ii)  if the Common Stock is quoted on the NASDAQ interdealer quotation
            system, the Market Price on any day shall be the average of the
            representative bid and asked prices at the close of business for
            such day;

      (iii) if the Common Stock is not listed on a national stock exchange or
            quoted on NASDAQ, the Market Price on any day shall be the average
            of the high bid and low asked prices reported by the National
            Quotation Bureau, Inc. for such day; or

      (iv)  if the Common Stock is not listed on a national stock exchange,
            quoted on NASDAQ or reported on by the National Quotation Bureau,
            Inc., the Market Price on any day shall mean the fair market value
            of one share of Common Stock on such day as determined by the Board
            of Directors.

      In no event shall the Market Price of a share of Common Stock subject to
      an Incentive Stock Option be less than the fair market value as determined
      for purposes of Section 422(b)(4) of the Code.

5.4   LIMITATION ON AMOUNT OF INCENTIVE STOCK OPTIONS

      In the case of Incentive Stock Options, the aggregate Market price
      (determined at the time the Incentive Stock Option is granted) of the
      Common Stock with respect to which Incentive Stock Options are exercisable
      for the first time by an optionee during any calendar year (under all
      plans of the Corporation and any subsidiary) shall not exceed $100,000.

5.5   LIMITATION ON TIME OF GRANT

      No grant of an Incentive Stock Option shall be made under the Plan more
      than ten (10) years after the date of the Plan is approved by the
      stockholders of the Corporation.

                                       5
<PAGE>

5.6   EXERCISE AND PAYMENT

      Options may be exercised in whole or in part. Common Stock purchased upon
      the exercise of Options shall be paid for at the time of purchase. Such
      payment shall be made in case or, in the sole discretion of the Committee,
      through delivery of shares of Common Stock, installment payments under the
      optionee's promissory note or combination of cash, Common Stock and/or
      installment payments, in accordance with procedures to be established by
      the Committee. Any shares so delivered shall be valued at their Market
      Price on the date of exercise. Upon receipt of a notice of exercise and
      payment in accordance with procedures to be established by the Committee,
      the Corporation or its agent shall deliver to the persons exercising the
      Option (or his or her designee) a certificate for such shares.

      The Committee in its sole discretion may, on an individual basis or
      pursuant to a general program established by the Committee in connection
      with the Plan, lend money to an optionee to exercise all or a portion of
      an Option granted hereunder. If the exercise price is paid in whole or
      part with an optionee's promissory note, such note shall

      (i)   provide for full recourse to the maker;

      (ii)  be collateralized by the pledge of shares of Common Stock that the
            optionee purchases upon exercise of such Option;

      (iii) bear interest at a rate no less than the applicable Federal rate
            within the meaning of Section 1274 of the Code); and

      (iv)  contain such other terms, as the Committee in its sole discretion
            shall require.

      In the event that payment for exercised Options is made through the
      delivery of shares of Common Stock, the Committee, in accordance with
      procedures established by the Committee, may grant Non-qualified Stock
      Options ("Restoration Options") to the person exercising the Option for
      the purchase of a number of shares equal to the number of shares of Common
      Stock delivered to the Corporation in connection with the payment of the
      exercise price of the Option and the payment of or surrender of shares for
      any withholding taxes due upon such exercise. The purchase price per share
      under each Restoration Option shall be the Market Price of the Common
      Stock on the date the Restoration Option is granted.

5.7   TERM

      The term of each Option granted hereunder shall be determined by the
      Committee; PROVIDED, HOWEVER, that, notwithstanding any other provision of
      the Plan, in no event shall an Incentive Stock Option be exercisable after
      ten (10) years from the date it is granted, or in the case of an Incentive
      Stock Option granted to a 10% Stockholder, five (5) years from the date it
      is granted.

5.8   RIGHTS AS A STOCKHOLDER

      A recipient of Options shall have no rights as a stockholder with respect
      to any shares issuable or transferable upon exercise thereof until the
      date a stock certificate representing such shares is issued to such
      recipient. Except as otherwise expressly provided in the Plan or by the
      Committee, no adjustment shall be made for cash dividends or other rights
      for which the record date is prior to the date such stock certificate is
      issued.

                                       6
<PAGE>

5.9   GENERAL RESTRICTIONS

      Each Option granted under the Plan shall be subject to the requirement
      that, if at any time the Board shall determine, in its sole discretion,
      that the listing, registration or qualification of the shares issuable or
      transferable upon exercise thereof upon any securities exchange or under
      any state or Federal law, or the consent or approval of any governmental
      regulatory body, is necessary or desirable as a condition of, or in
      connection with, the granting of such Option or the issue, transfer, or
      purchase of shares thereunder, such Option may not be exercised in whole
      or in part unless such listing, registration, qualification, consent, or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Board.

      The Board or the Committee may, in connection with the granting of any
      Option, require the individual to whom the Option is to be granted to
      enter into an agreement with the Corporation stating that as a condition
      precedent to each exercise of the Option, in whole or in part, such
      individual shall if then required by the Corporation represent to the
      Corporation in writing that such exercise is for investment only and not
      with a view to distribution, and also setting forth such other terms and
      conditions as the Board or the Committee may prescribe.

                                   ARTICLE 6

                         NON-TRANSFERABILITY OF OPTIONS

No Option may be transferred, assigned, pledged or hypothecated (whether by
operation of law or otherwise), except as provided by will or the applicable
laws of descent and distribution, and no Option shall be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option not specifically permitted
herein shall be null and void without effect. An Option may be exercised by the
recipient only during his or her lifetime, or following his or her death
pursuant to Section 8.3 hereof.

Notwithstanding anything to the contrary in the preceding paragraph, the
Committee may, in its sole discretion, cause the written agreement relating to
any Non-qualified Stock Options granted hereunder to provide that the recipient
of such Non-qualified Stock Options may transfer any of such Non-qualified Stock
Options other than by will or the laws of descent and distribution in any manner
authorized under applicable law; PROVIDED, HOWEVER, that in no event may the
Committee permit any transfers which would cause the Plan to fail to satisfy the
applicable requirements of Rule 16b-3 under the 1934 Act or which would cause
any recipient of awards hereunder to fail to be entitled to the benefits Rule
16b-3 or other exemptive rules under Section 16 of the 1934 Act or be subject to
liability thereunder.

                                       7
<PAGE>

                                   ARTICLE 7

                      EFFECT OF TERMINATION OF EMPLOYMENT,
                         DISABILITY, RETIREMENT OR DEATH

7.1   GENERAL RULE

      Except as expressly provided in the written agreement relating to any
      Option or as otherwise expressly determined by the Board or the Committee
      in its sole discretion, in the event that a recipient of Options ceases to
      be an employee, director or consultant of the Corporation and its
      subsidiaries (a "Terminated person") for any reason other than Disability
      or Retirement (as hereinafter defined) or death, any Options which were
      held by such Person on the date on which he or she ceased to be an
      employee, director or consultant (the "Termination Date") and which were
      otherwise exercisable on such Date shall expire unless exercised within
      the period of 30 days following the Termination Date, but in no event
      after the expiration of the exercise period of such Options.

      Except as expressly provided in the written agreement relating to the
      Options or as otherwise expressly determined by the Committee in its sole
      discretion, the Committee may, in its sole discretion, cause any Option to
      be forfeited upon an employee's termination of employment, a director's
      removal from the Board or the termination of a consultant's consulting
      arrangement if the employee, director or consultant was terminated or
      removed for one (or more) of the following reasons:

      (i)   the employee's, director's or consultant's commission of any fraud,
            misappropriation or misconduct which causes demonstrable injury to
            the Corporation or a subsidiary, or

      (ii)  an act of dishonesty by the employee, director or consultant
            resulting or intended to result, directly or indirectly, in gain or
            personal enrichment at the expense of the Corporation or subsidiary;
            PROVIDED, HOWEVER, that "cause," in the case of an employees,
            director or consultant who has an employment or consulting agreement
            with the Corporation or a subsidiary thereof, shall have the
            meaning, if any, set forth in such employment or consulting
            agreement.

      It shall be within the sole discretion of the Board or Committee to
      determine whether an employee's, director's or consultant's termination or
      removal was for one of the foregoing reasons, and the decision of the
      Board or Committee shall be final and conclusive.

7.2   DISABILITY OR RETIREMENT

      Except as expressly provided otherwise in the written agreement relating
      to any Option granted under the Plan or as otherwise determined by the
      Board or Committee in its sole discretion, in the event of a termination
      of employment or consulting arrangement of a Terminated person due to the
      Disability or Retirement of such Person, any Options which were held by
      such Person on the Termination Date and which were otherwise exercisable
      on such Date shall expire unless exercised within the period of 180 days
      following such Termination Date, but in no event after the expiration date
      of the exercise period of such Options; PROVIDED, HOWEVER, that any
      Incentive Stock Option of such Terminated Person shall no longer be
      treated as an

                                       8
<PAGE>

      Incentive Stock Option unless exercised within three (3) months of the
      Termination Date (or within one (1) year in the case of an employee who is
      "disabled" with the meaning of Section 22(e)(3) of the Code.).

      "Disability" shall mean any termination of employment or consulting
      arrangement with the Corporation or a subsidiary because of long-term or
      total disability, as determined by the Board or Committee in its sole
      discretion. "Retirement" shall mean a termination of employment or
      consulting arrangement with the Corporation or a subsidiary with the
      written consent of the Committee in its sole discretion. The decision of
      the Committee shall be final and conclusive.

7.3   DEATH

      Except as expressly provided in the written agreement relating to the
      Options or as otherwise expressly determined by the Committee in its sole
      discretion, in the event of the death of a recipient of Options while an
      employee, director or consultant of the Corporation or any subsidiary, any
      Options which were held by such Person at the date of death and which were
      otherwise exercisable on such date shall be exercisable by the beneficiary
      designated by the employee, director or consultant for such purpose (the
      "Designated Beneficiary") or if no Designated Beneficiary shall be
      appointed or if the Designated Beneficiary shall predecease such
      recipient, by such recipient's personal representatives, heirs or legatees
      for a period of one (1) year from the date of death, but in no event later
      than the expiration date of the exercise period of such Options, at which
      time such Options shall expire.

      In the event of the death of a Terminated person following a termination
      of employment due to Disability or Retirement, any Options which were held
      by such person on the Termination Date and which were exercisable on such
      Date shall be exercisable by such recipient's Designated Beneficiary, or
      if no Designated Beneficiary shall be appointed or if the Designated
      Beneficiary shall predecease such recipient, by such recipient's personal
      representatives, heirs or legatees for a period of one (1) year from the
      date of death but in no event later than the expiration date of the
      exercise period of such Options, at which time such Options shall expire;
      PROVIDED, HOWEVER, that any Incentive Stock Option of such Terminated
      Person shall no longer be treated as an Incentive Stock Option unless
      exercised within three (3) months of the date of such Termination Date (or
      within one (1) year in the case of an employee whose termination of
      employment occurs by reason of "disability" within the meaning of Section
      22(e)(3) of the Code) or death.

7.4   TERMINATION OF UNVESTED OPTIONS

      All Options which were not exercisable by a Terminated person as of the
      Termination Date of such Terminated Person shall terminate as of such
      Date, except as expressly provided in the written agreement relating to
      the Options or as otherwise expressly determined by the Board or Committee
      in its sole discretion. Options shall not be affected by any change of
      employment so long as the recipient continues to be employed by either the
      Corporation or a subsidiary.

                                       9
<PAGE>

                                   ARTICLE 8

                                RESTRICTED SHARES

8.1   GRANT OR SALE OF RESTRICTED SALES

      The Board or the committee may from time to time cause the Corporation to
      grant or to sell Restricted Shares under the Plan to employees, directors
      and consultants, subject to such restrictions, conditions and other terms
      as the Board or the Committee may determine. The purchase price, if any,
      for Restricted Shares shall be determined by the Board or the Committee in
      its sole discretion.

8.2   RESTRICTIONS

      At the time a grant of Restricted Shares is made, the Board or the
      Committee shall establish a period over which such Restricted Shares will
      vest (the "Restricted Period"). Each grant of Restricted Shares may be
      subject to a different Restricted Period. The Board or the Committee may,
      in its sole discretion, at the time a grant is made prescribe restrictions
      in addition to or other than the expiration of the Restricted Period,
      including the satisfaction of corporate or individual performance
      objectives, which shall be applicable to all or any portion of the
      Restricted Shares. The Board or the Committee may also, in its sole
      discretion, at any time shorten or terminate the Restricted Period or
      waive any other restrictions applicable to all or a portion of such
      Restricted Shares. None of the Restricted Shares may be sold, transferred,
      assigned, pledged or otherwise encumbered or disposed of during the
      Restricted Period or prior to the satisfaction of any other restrictions
      prescribed by the Board or the Committee with respect to such Restricted
      Shares.

8.3   RESTRICTED STOCK CERTIFICATES

      The Corporation shall issue, in the name of each employee, director or
      consultant to whom Restricted Shares have been granted or sold, stock
      certificates representing the total number of Restricted Shares granted or
      sold to the employee, director or consultant, as soon as reasonably
      practicable after the grant or sale. The Corporation, at the direction of
      the Board or the Committee, shall hold such certificates, properly
      endorsed for transfer, for the employee's, director's or consultant's
      benefit until such time as the Restricted Shares are forfeited to or
      repurchased by the Corporation or the restrictions lapse.

8.4   RIGHTS OF HOLDERS OF RESTRICTED SHARES

      Holders of Restricted Shares shall have the right to vote such shares and
      the right to receive any cash dividends with respect to such shares. All
      distributions, if any, received by an employee, director or consultant
      with respect to Restricted Shares as a result of any stock split, stock
      distribution, a combination of shares, or other similar transaction shall
      be subject to the restrictions of this Article 9.

8.5   FORFEITURE; REPURCHASE

      Except as expressly provided in the written agreement relating to the
      Restricted Shares or as otherwise expressly determined by the Board or the
      Committee in its sole discretion, any

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      Restricted Shares held by an employee, director or consultant pursuant to
      the Plan shall be forfeited or subject to repurchase by the Corporation at
      a price equal to the original price paid therefore by the employee,
      director or consultant upon his or her ceasing to be an employee, director
      or consultant of the Corporation or its subsidiaries, as the case may be,
      prior to the expiration or termination of the Restricted Period and the
      satisfaction of any other conditions applicable to such Restricted Shares.
      Upon any such forfeiture or repurchase, the Restricted Shares shall be
      retained in the treasury of the Corporation and available for subsequent
      awards under the Plan, unless the Committee directs that such Restricted
      Shares be cancelled.

8.6   DELIVERY OF RESTRICTED SHARES

      Upon the expiration or termination of the Restricted Period applicable to
      any Restricted Shares and the satisfaction of any other conditions
      prescribed by the Board or the Committee that are applicable to such
      Restricted Shares, the restrictions applicable to the Restricted Shares
      shall lapse and a stock certificate for the number of Restricted Shares
      with respect to which the restrictions have lapsed shall be delivered,
      free of all such restrictions, to the employee, director, consultant,
      beneficiary or estate, as the case may be.

                                   ARTICLE 9

                               UNRESTRICTED SHARES

9.1   GRANT OR SALE OF UNRESTRICTED SHARES

      The Board or the Committee may cause the Corporation to grant or to sell
      Unrestricted Shares to employees, directors and consultants at such time
      or times, in such amounts and for such reasons as the Board or the
      Committee, in its sole discretion, shall determine. The purchase price, if
      any, for Unrestricted Shares shall be determined by the Board or the
      Committee in its sole discretion.

9.2   DELIVERY OF UNRESTRICTED SHARES

      The Corporation shall issue, in the name of each employee, director or
      consultant to whom Unrestricted Shares have been granted or sold, stock
      certificates representing the total number of Unrestricted Shares granted
      or sold to the employee, director or consultant, and shall deliver such
      certificates to the employee, director or consultant as soon as reasonably
      practicable after the date of grant or sale or on such later date as the
      Board or the Committee shall determine at the time of grant or sale.

                                   ARTICLE 10

                               TAX OFFSET PAYMENTS

      The Board or the Committee shall have the authority at the time of any
      award under the Plan or anytime thereafter to make Tax Offset Payments to
      assist employees in paying income taxes incurred as a result of their
      participation in the Plan. The Tax Offset Payments shall be determined by
      applying a percentage established by the Board or the Committee to all or
      a portion as the Board or the Board or the Committee shall determine) of
      the taxable income recognizable by an employee upon

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      (i)   the exercise of Non-Qualified Stock Options,

      (ii)  the disposition of shares received upon exercise of Incentive Stock
            Options,

      (iii) the lapse of restrictions on Restricted Shares, or

      (iv)  the award or sale of Unrestricted Shares.

      The percentage shall be established, from time to time, by the Board or
      the Committee at that rate which the Board or the Committee, in its sole
      discretion, determines to be appropriate and in the best interest of the
      Corporation to assist employees in paying income taxes incurred as a
      result of the events described in the preceding sentence. Tax offset
      Payments shall be subject to the restrictions on transferability
      applicable to Options under Article 6.

                                   ARTICLE 11

                    ADJUSTMENT UPON CHANGES IN CAPITALIZATION

Notwithstanding any other provisions of the Plan, the Board or the Committee
may:

      (i)   at any time, make or provide for such adjustments to the Plan or to
            the number and class of shares available thereunder, or

      (ii)  at the time of grant of any Options or Restricted Shares, provide
            for such adjustments to such Options or Restricted Shares,

      in each case, as the Board or the Committee shall deem appropriate to
      prevent dilution or enlargement of rights, including, without limitation,
      adjustments in the event of stock dividends, stock splits,
      recapitalizations, mergers, consolidations, combinations or exchanges of
      shares, separations, spin-offs, reorganizations, liquidations and the
      like.

                                   ARTICLE 12

                            AMENDMENT AND TERMINATION

The Board may suspend, terminate, modify or amend the Plan, provided that any
amendment that would

      (i)   materially increase the aggregate number of shares which may be
            issued under the Plan,

      (ii)  materially increase the benefits accruing to employees under the
            Plan, or

      (iii) materially modify the requirements as to eligibility for
            participation in the Plan,

shall be subject to the approval of the Corporation's stockholders, except that
any such increase or modification that may result from adjustments authorized by
Article 11 hereof shall not require such stockholder approval. If the Plan is
terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. No suspension,
termination, modification or amendment of the Plan may, without the consent of
the employee or consultant to whom an award shall theretofore have been granted,
adversely affect the rights of such employee or consultant under such award.

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                                   ARTICLE 13

                                WRITTEN AGREEMENT

Each ward of Options, Restricted Shares, Unrestricted Shares and Tax Offset
Payments shall be evidenced by a written agreement containing such restrictions,
terms and conditions, if any, as the Board of the Committee may require. In the
event of any conflict between a written agreement and the Plan, the terms of the
Plan shall govern.

                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

14.1  TAX WITHHOLDING

      The Corporation shall have the right to require employees or their
      beneficiaries or legal representatives to remit to the Corporation an
      amount sufficient to satisfy Federal, state and local withholding tax
      requirements, or to deduct from all payments under the Plan, including Tax
      Offset Payments, amounts sufficient to satisfy all withholding tax
      requirements. Whenever payments under the Plan are to be made to an
      employee in cash, such payments shall be net of any amounts sufficient to
      satisfy all Federal, state and local withholding tax requirements. The
      Committee may, in its sole discretion, permit an employee to satisfy his
      or her tax withholding obligations either by

      (i)   surrendering shares owned by the employee, or

      (ii)  having the Corporation withhold from shares otherwise deliverable to
            the employee.

      Shares surrendered or withheld shall be valued at their Market Price as of
      the date on which income is required to be recognized for income tax
      purposes.

14.2  COMPLIANCE WITH SECTION 16(b)

      In the case of employees who are or may be subject to Section 16 of the
      1934 Act, it is the intent of the Corporation that the Plan and any award
      granted hereunder satisfy and be interpreted in a manner that satisfies
      the applicable requirements of Rule 16b-3 so that such persons will be
      entitled to the benefits of Rule 16b-3 or other exemptive rules under
      Section 16 of the 1934 Act and will not be subjected to liability
      thereunder. If any provision of the Plan or any award would otherwise
      conflict with the intent expressed herein, that provision, to the extent
      possible, shall be interpreted and deemed amended so as to avoid such
      conflict. The extent of any remaining irreconcilable conflict with such
      intent, such provision shall be deemed void as applicable to employees who
      are or may be subject to Section 16 of the 1934 Act.

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14.3  SUCCESSORS

      The obligations of the Corporation under the Plan shall be binding upon
      any successor corporation or organization resulting from the merger,
      consolidation or other reorganization of the Corporation, or upon any
      successor corporation or organization succeeding to all or substantially
      all of the assets and business of the Corporation. In the event of any of
      the foregoing, the Board or the Committee may, in its discretion prior to
      the consummation of the transaction and subject to Article 12 hereof,
      cancel, offer to purchase, exchange, adjust or modify any outstanding
      awards, at such time and in such manner as the Board or the Committee
      deems appropriate and in accordance with applicable law.

14.4  GENERAL CREDITOR STATUS

      Employees, directors and consultants shall have no right, title or
      interest whatsoever in or to any investments which the Corporation 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 Corporation and any employee, director,
      consultant, beneficiary or legal representative of such employee or
      consultant. To the extent that any person acquires a right to receive
      payments from the Corporation under the Plan, such right shall be no
      greater than the right of an unsecured general creditor of the
      Corporation. All payments to be made hereunder shall be paid from the
      general funds of the Corporation 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.

14.5  NO RIGHT TO EMPLOYMENT

      Nothing in the Plan or in any written agreement entered into pursuant to
      Article 13 hereof, nor the grant of any award, shall confer upon any
      employee any right to continue in the employ of the Corporation or a
      subsidiary or to be entitled to any remuneration or benefits not set forth
      in the Plan or such written agreement or interfere with or limit the right
      of the Corporation or a subsidiary to modify the terms of or terminate
      such employee's employment at any time. The preceding sentence shall be
      equally applicable with respect to consultants of the Corporation or a
      subsidiary.

14.6  NOTICES

      Notices required or permitted to be given under the Plan shall be
      sufficiently given if in writing and personally delivered to the employee,
      director or consultant or sent by regular mail addressed

      (a)   to the employee, director or consultant at the employee's,
            director's or consultant's address as set forth in the books and
            records of the Corporation or its subsidiaries, or

      (b)   to the Corporation or the Committee at the principal office of the
            Corporation clearly marked "Attention: Compensation Committee."

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14.7  SEVERABILITY

      In the event that any provisions of the Plan shall be held illegal or
      invalid for any reason, such illegality or invalidity shall not affect the
      remaining parts of the Plan, and the Plan shall be construed and enforced
      as if the illegal or invalid provision had not been included.

14.8  GOVERNING LAW

      To the extent not preempted by Federal law, the Plan, and all agreements
      hereunder, shall be construed in accordance with and governed by the laws
      of the State of Delaware.

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