INKINE PHARMACEUTICAL COMPANY, INC.
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                          2004 EQUITY COMPENSATION PLAN
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        The purpose of the InKine Pharmaceutical Company, Inc. 2004 Equity
Compensation Plan (the "Plan") is to provide (i) designated officers (including
officers who are also directors) and other employees of InKine Pharmaceutical
Company, Inc. (the "Company") and its subsidiaries, and (ii) non-employee
members of the board of directors of the Company (the "Board") with the
opportunity to receive grants of incentive stock options, nonqualified stock
options or restricted stock. The Company believes that the Plan will encourage
the participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders. For purposes of the Plan, the
term subsidiary shall refer to any company (whether a corporation, partnership,
joint venture or other entity) in which the Company owns, directly or
indirectly, a majority of the shares of capital stock or other equity interest.

1.   ADMINISTRATION.
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     a.   COMMITTEE. The Plan shall be administered and interpreted by a
committee (the "Committee"), which shall consist of two or more persons
appointed by the Board, all of whom shall be "outside directors" as defined
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") and related Treasury regulations and non-employee directors as defined
under Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). Notwithstanding the foregoing, the Board may ratify or approve
(and, in the case of Grants to the members of the Committee, shall approve)
Grants, in which case references to the Committee shall be deemed to include the
Board.

     b.   COMMITTEE AUTHORITY. The Committee shall have the sole authority
to (i) determine the individuals to whom grants shall be made under the Plan,
(ii) determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, and (iv)
deal with any other matters arising under the Plan.

     c.   COMMITTEE DETERMINATIONS. The Committee shall have full power and
authority to administer and interpret the Plan, make factual determinations
correct any defect and/or supply any omission in the Plan and instrument or
agreement relating to, or Grant made under, the Plan, and adopt, amend, suspend
or waive such rules, regulations, agreements and instruments for implementing
the Plan and for the conduct of its business as it deems necessary or advisable,
in its sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any awards granted hereunder. All powers of the Committee shall
be executed in its sole discretion, in the best interest of the Company, not as
a fiduciary, and in keeping with the objectives of the Plan and need not be
uniform as to similarly situated individuals. No member of the Committee shall

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be liable for any action or determination made in good faith with respect to the
Plan or any Grant hereunder.

2.   GRANTS.
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     Awards under the Plan may consist of grants of stock options as described
in Section 5 ("Options") or restricted stock as described in Section 6
("Restricted Stock") or a combination of both (hereinafter individually or
collectively referred to as ("Grants"). All Grants shall be subject to the terms
and conditions set forth herein and to those other terms and conditions
consistent with this Plan as the Committee deems appropriate and as are
specified in writing by the Committee to the individual in a grant instrument or
an amendment to the grant instrument (the "Grant Instrument"). The Committee
shall approve the form and provisions of each Grant Instrument. Grants under a
particular Section of the Plan need not be uniform as among the grantees.

3.   SHARES SUBJECT TO THE PLAN.
     ---------------------------

     a.   SHARES AUTHORIZED. Subject to the adjustment specified below, the
aggregate number of shares of common stock of the Company (the "Company Stock")
that may be issued or transferred under the Plan is 2,000,000 shares. The
maximum number of shares of Company Stock that may be issued or transferred as
Restricted Stock shall not exceed twenty five percent (25%) of the aggregate
number of shares of Company Stock that may be issued or transferred under the
Plan. Notwithstanding anything in the Plan to the contrary, the maximum
aggregate number of shares of Company Stock that shall be subject to Grants made
under the Plan to any one individual during any calendar year shall be 300,000
shares of Company Stock. The shares may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent
Options granted under the Plan terminate, expire, or are canceled, forfeited,
exchanged or surrendered without having been exercised or if any shares of
Restricted Stock are forfeited, the shares subject to such Grants shall again be
available for grant under the Plan. Notwithstanding anything in the Plan to the
contrary, the Committee shall not amend any Grant Instrument to decrease the
Exercise Price of an Option below the Fair Market Value of the Option as of the
date on which such Option was granted, and the Committee shall not exchange or
substitute any Option for an Option at an Exercise Price that is below the Fair
Market Value of the exchanged or substituted Option as of the date on which the
exchanged or substituted Option was granted.

     b.   ADJUSTMENTS. If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in a year, the number of
shares covered by outstanding Grants, the kind of shares issued under the Plan,


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and the price per share or the applicable market value of such Grants may be
appropriately adjusted by the Committee to reflect any increase or decrease in
the number of, or change in the kind or value of, issued shares of Company Stock
to preclude, to the extent practicable, the enlargement or dilution of rights
and benefits under such Grants; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated. Any adjustments determined
by the Committee shall be final, binding and conclusive.

4.   ELIGIBILITY FOR PARTICIPATION.
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     a.   ELIGIBLE PERSONS. All employees of the Company and its subsidiaries
("Employees"), including Employees who are officers or members of the Board, and
members of the Board who are not Employees ("Non-Employee Directors") shall be
eligible to participate in the Plan.

     b.  SELECTION OF GRANTEES. The Committee shall select the Employees and
Non-Employee Directors to receive Grants and determine the number of shares of
Company Stock subject to a particular Grant in such manner as the Committee
determines. Employees and Non-Employee Directors who receive Grants under this
Plan shall hereinafter be referred to as "Grantees."

5.   OPTION GRANTS.
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     a.   NUMBER OF SHARES. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of Options to any Employee or Non-Employee Director.

     b.   TYPE OF OPTION AND PRICE.

            i. The Committee may grant Options that are intended to qualify as
      "incentive stock options" within the meaning of section 422 of the Code
      ("Incentive Stock Options") or Options which are not intended to so
      qualify ("Nonqualified Stock Options") or any combination of Incentive
      Stock Options and Nonqualified Stock Options, all in accordance with the
      terms and conditions set forth herein.

          ii. The purchase price (the "Exercise Price") of Company Stock
      subject to an Option shall be determined by the Committee and shall not be
      less than the Fair Market Value (as defined below) of a share of such
      Stock on the date the Option is granted; provided, however, that an
      Incentive Stock Option may not be granted to an Employee who, at the time
      of grant, owns stock possessing more than 10 percent of the total combined
      voting power of all classes of stock of the Company or any "parent
      corporation" or "subsidiary corporation" of the Company (within the
      meaning of sections 424(e) and 424(f) of the Code, respectively), unless
      the Exercise Price per share is not less than 110% of the Fair Market
      Value of Company Stock on the date of grant.

          iii. If the Company Stock is publicly traded, then the Fair Market
      Value per share shall be determined as follows: (1) if the principal
      trading market for the Company Stock is a national securities exchange or
      the Nasdaq National Market, the last reported sale price thereof on the

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      relevant date or (if there were no trades on that date) the latest
      preceding date upon which a sale was reported, or (2) if the Company Stock
      is not principally traded on such exchange or market, the mean between the
      last reported "bid" and "asked" prices of Company Stock on the relevant
      date, as reported on Nasdaq or, if not so reported, as reported by the
      National Daily Quotation Bureau, Inc. or as reported in a customary
      financial reporting service, as applicable and as the Committee
      determines. If the Company Stock is not publicly traded or, if publicly
      traded, is not subject to reported transactions or "bid" or "asked"
      quotations as set forth above, the Fair Market Value per share shall be as
      determined by the Committee.

     c.   OPTION TERM. The Committee shall determine the term of each Option.The
term of any Option shall not exceed ten years from the date of grant. However,
an Incentive Stock Option that is granted to an Employee who, at the time of
grant, owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.

     d.   EXERCISABILITY OF OPTIONS. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee, in its sole discretion, and specified in the Grant
Instrument. The Committee, in its sole discretion, may accelerate the
exercisability of any or all outstanding Options at any time for any reason.

     e.   TERMINATION OF EMPLOYMENT OR SERVICE.

          i. Except as provided below, an Option may only be exercised while the
Grantee is employed by, or providing service to, the Company as an Employee or
Non-Employee Director. In the event that a Grantee ceases to be employed by, or
provide service to, the Company for any reason, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within such time
period after the date on which the Grantee ceases to be employed by, or provide
service to, the Company as determined by the Committee, but in any event no
later than the date of expiration of the Option term (Post-Termination Exercise
Period). The Committee may specify the Post-Termination Exercise Period
applicable to a Grantee in the Grant Instrument. Except as otherwise provided by
the Committee, any of the Grantee's Options that are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by, or provide service
to, the Company shall terminate as of such date.

          ii. Notwithstanding the foregoing, in the event the Grantee ceases to
be employed by, or provide service to, the Company on account of termination for
Cause (as hereinafter defined) by the Company, any Option held by the Grantee
shall terminate as of the date the Grantee ceases to be employed by, or provide
service to, the Company, and the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the Exercise
Price paid by the Grantee for such shares.

          iii. For purposes of this Section 5. e and Section 6: (A) the term
"Company" shall refer to the Company and its subsidiaries; (B) "Employed by", or
"provide service to", the Company shall mean employment or service as an
Employee or Non-Employee Director (so that, for purposes of exercising Options
and satisfying conditions with respect to Restricted Stock, a Grantee shall not


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be considered to have terminated employment or service until the Grantee ceases
to be an Employee and/or a Non-Employee Director), unless the Committee
determines otherwise; (C) "Cause" shall mean (i) the Grantee's willful
misconduct with respect to the business and affairs of the Company or any
subsidiary or affiliate thereof; (ii) the Grantee's gross neglect of duties or
failure to act which materially and adversely affects the business or affairs of
the Company or any subsidiary or affiliate thereof; (iii) the Grantee's
commission of an act involving embezzlement or fraud or conviction for any
felony; or (iv) the Grantee's breach of an employment agreement with the Company
or any subsidiary or affiliate thereof.

     f. EXERCISE OF OPTIONS. A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Committee with payment of the Exercise Price. The Grantee shall pay the Exercise
Price specified in the Grant Instrument (i) in cash, (ii) with the approval of
the Committee, by delivering shares of Company Stock owned by the
Grantee(including Company Stock acquired in connection with the exercise of a
Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price,
or (iii) by such other method as the Committee may approve, including payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. Such notice may instruct the Company to deliver shares of
Company Stock due upon the exercise of the Option to any registered broker or
dealer designated by the Committee ("Designated Broker") in lieu of delivery to
the Grantee. Such instructions must designate the account into which the shares
are to be deposited. The Grantee may tender a notice of exercise, which has been
properly executed by the Grantee, and the aforementioned delivery instructions
to any Designated Broker. Shares of Company Stock used to exercise an Option
shall have been held by the Grantee for the requisite period of time to avoid
adverse accounting consequences to the Company with respect to the Option. The
Grantee shall pay the Exercise Price and the amount of any withholding tax due
at the time of exercise.

     g  . LIMITS ON INCENTIVE STOCK OPTIONS. Each Incentive Stock Option shall
provide that, if the aggregate Fair Market Value of the Company Stock on the
date of the grant with respect to which Incentive Stock Options are exercisable
for the first time by a Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or subsidiary, exceeds $100,000, then
such Option, as to the excess, shall be treated as a Nonqualified Stock Option.
An Incentive Stock Option shall not be granted to any person who is not an
Employee of the Company or a parent corporation or a subsidiary
corporation(within the meaning of sections 424(e) and 424(f) of the Code,
respectively).

6.   RESTRICTED STOCK GRANTS.
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     a.   The Committee may issue or transfer shares of Company Stock to any
Employee or Non-Employee Director under a Grant of Restricted Stock, upon such
terms as the Committee deems appropriate. The following provisions are
applicable to Restricted Stock:

          i. GENERAL REQUIREMENTS. Shares of Company Stock issued or transferred
pursuant to Restricted Stock Grants may be issued or transferred for cash
consideration or for no cash consideration, at the sole discretion of the
Committee. Subject to Section 6 a.vi. the Committee may establish conditions
under which restrictions on shares of Restricted Stock shall lapse over a period
of time or according to such other criteria as the Committee deems appropriate.


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The period of time during which the Restricted Stock remain subject to
restrictions will be established by the Committee and designated in the Grant
Instrument as the "Restriction Period."

          ii. NUMBER OF SHARES. The Committee shall determine the number of
shares of Company Stock to be issued or transferred pursuant to a Restricted
Stock Grant and the restrictions applicable to such shares.

          iii. REQUIREMENT OF EMPLOYMENT OR SERVICE. If the Grantee ceases to be
employed by, or provide service to, the Company during a period designated in
the Grant Instrument as the Restriction Period, or if other specified conditions
are not met, the Restricted Stock Grant shall terminate as to all shares covered
by the Grant as to which the restrictions have not lapsed, and those shares of
Company Stock must be immediately returned to the Company. The Committee may,
however, provide for complete or partial exceptions to this requirement as it
deems appropriate.

          iv. RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATE. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 9 a. Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to receive a stock certificate or
certificates, or have the legend removed from the stock certificate or
certificates covering any of the shares subject to restrictions, as applicable,
when all restrictions on such shares have lapsed. The Committee, in its sole
discretion, may determine that the Company will not issue certificates for
shares of Restricted Stock, or that the Company retain possession of
certificates for any shares issued pursuant to a Restricted Stock Grant, until
all restrictions on such shares have lapsed.

          v. RIGHT TO VOTE AND TO RECEIVE CASH DIVIDENDS. Unless the Committee
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote any shares of Restricted Stock which have been issued or
transferred to the Grantee on the stock transfer records of the Company and to
receive any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Committee.

          vi. LAPSE OF RESTRICTIONS. All restrictions imposed on Restricted
Stock shall lapse upon the expiration of the applicable Restriction Period and
the satisfaction of all conditions imposed by the Committee. Subject to this
Section 6 a.vi, the Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any Restriction
Period.

          (a) With respect to Restricted Stock Grants intended to
          qualify as "performance-based compensation" under Section 162(m) of
          the Code, the Committee shall establish and administer performance
          goals ("Performance Goals") in the manner described in this Section 6
          a.vi as a condition to the vesting of such Grants. For this purpose,
          Performance Goals means the performance objectives during the
          Restricted Period established for the purpose of determining whether,
          and to what extent the Grant of Restricted Stock will be earned for a
          Restricted Period which shall be established with reference to one or


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          more of the following in respect of the Company or a subsidiary,
          division or operating unit thereof, or any combination thereof: (1)
          stock price, (2) earnings per share, (3) net earnings, (4) operating
          earnings, (5) return on assets, (6) shareholder return, (7) return on
          equity, (8) growth in assets, (9) unit volume, (10) sales, (11) market
          share or (12) strategic business criteria consisting of one or more
          objectives based on (i) meeting specified revenue goals, (ii) market
          penetration goals, (iii) geographic business expansion goals, (iv)
          cost targets, (v) goals relating to acquisitions or divestitures, or
          (vi) goals relating to product development objectives. The Committee
          may, during the Restricted Period and subject to Section 6 a. vi(b)
          below, make such adjustments to the Performance Goals as it may deem
          appropriate, to compensate for, or reflect (x) extraordinary or
          non-recurring events experienced during the Restricted Period by the
          Company or by any other corporation whose performance is relevant to
          the determination of whether the Performance Goals have been attained
          (y) any significant changes that may have occurred during such
          Restricted Period in applicable accounting rules or principles or
          changes in the Company's method of accounting or in that of any other
          corporation whose performance is relevant to the determination of the
          Performance Goals or (z) any significant changes that may have
          occurred during such Restricted Period in tax laws or other laws or
          regulations that alter or affect the computation of the measures of
          the Performance Goals.

          (b) To the extent a Grant of Restricted Stock is intended to
          qualify as "performance-based compensation" under Section 162(m) of
          the Code, (x) the Performance Goals and (y) the schedule relating to
          the accomplishment of the Performance Goals with respect to such Grant
          shall be established in writing by the Committee prior to the
          Restricted Period or during such period permitted by Section 162(m) of
          the Code. At the completion of such Restricted Period, or at such
          other times during the Restricted Period as specified by the Committee
          in the Grant Instrument, the Committee shall determine and certify the
          extent to which the Performance Goals have been attained with respect
          to such Grant. With respect to each Grant of Restricted Stock intended
          to qualify as "performance-based compensation" under Section 162(m) of
          the Code, the Committee shall establish and administer the Grant and
          Performance Goals (including the timing of the establishment of the
          Performance Goals, adjustment to the Performance Goals and the
          determination and certification of the extent to which the Performance
          Goals have been attained) in the manner designed to preserve such
          Grants as such "performance-based compensation."

7.   WITHHOLDING OF TAXES.
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     a.   REQUIRED WITHHOLDING. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require the Grantee or other person receiving
shares to pay to the Company the amount of any such taxes that the Company is
required to withhold with respect to such Grants, or the Company may deduct from
the amount payable under a Grant or from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.

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     b.   ELECTION TO WITHHOLD SHARES.If the Committee so permits, a Grantee may
elect to satisfy the Company's income tax withholding obligation with respect to
an Option or Restricted Stock by having shares withheld up to an amount that
does not exceed the applicable withholding tax for federal (including FICA),
state and local tax liabilities. The election must be in the form and manner
prescribed by the Committee and is subject to the prior approval of the
Committee.

8.   TRANSFERABILITY OF GRANTS.
     --------------------------

     a. NONTRANSFERABILITY OF GRANTS. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantees lifetime. The
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee in its sole discretion,
pursuant to a domestic relations order similar to a qualified domestic relations
order (as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended or the regulations thereunder). When a Grantee
dies, the personal representative or other person entitled to succeed to the
rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Grantee's will or under the applicable laws
of descent and distribution.

     b. TRANSFER OF NONQUALIFIED STOCK OPTIONS. Notwithstanding the foregoing,
the Committee may provide, in a Grant Instrument, that a Grantee may transfer
Nonqualified Stock Options to family members, one or more trusts for the benefit
of family members, or one or more partnerships of which family members are the
only partners, or other persons or entities according to such terms as the
Committee may determine; provided that the Grantee receives no consideration for
the transfer of an Option and the transferred Option shall continue to be
subject to the same terms and conditions as were applicable to the Option
immediately before the transfer.

9.   CHANGE OF CONTROL OF THE COMPANY.
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          As used herein, a "Change of Control" shall mean the occurrence of any
of the following:

          i. Any "person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 40% or more of the voting power of the then outstanding securities
of the Company;

          ii. During any period of two consecutive calendar years there is a
change of 33 1/3% or more in the composition of the Board of the Company in
office at the beginning of the period except for changes approved by at least
one half of the Directors then in office who were Directors at the beginning of
the period;

          iii. The shareholders of the Company approve an agreement providing
for (A) the merger or consolidation of the Company with another corporation
where the shareholders of the Company, immediately prior to the merger or


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consolidation, will not beneficially own, immediately after the merger or
consolidation, shares entitling such shareholders to 50% or more of all votes
(without consideration of the rights of any class of stock to elect Directors by
a separate class vote) to which all shareholders of the corporation issuing cash
or securities in the merger or consolidation would be entitled in the election
of directors, or where the members of the Board, immediately prior to the merger
or consolidation, would not, immediately after the merger or consolidation,
constitute a majority of the Board of Directors of the corporation issuing cash
or securities in the merger or consolidation, or (B) the sale or other
disposition of all or substantially all the assets of the Company, or a
liquidation, dissolution or statutory exchange of the Company; or

          iv. Any person has commenced, or announced an intention to commence, a
tender offer or exchange offer for 40% or more of the voting power of the
then-outstanding securities of the Company.

10.  CONSEQUENCES OF A CHANGE OF CONTROL.
     ------------------------------------

     a.   NOTICE AND ACCELERATION. Upon a Change of Control,unless the Committee
determines otherwise, (i) the Company shall provide each Grantee with
outstanding Grants written notice of such Change of Control, (ii) all
outstanding Options shall automatically accelerate and become fully exercisable,
and (iii) the restrictions and conditions on all outstanding Restricted Stock
shall immediately lapse.

     b.   ASSUMPTION OF GRANTS.Upon a Change of Control where the Company is not
the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
by, the surviving corporation.

     c.   OTHER ALTERNATIVES. Notwithstanding the foregoing, subject to
subsection (d) below, in the event of a Change of Control, the Committee may
take one or both of the following actions: the Committee may (i) require that
Grantees surrender their outstanding Options in exchange for a payment by the
Company, in cash or Company Stock as determined by the Committee, in an amount
equal to the amount by which the then Fair Market Value of the shares of Company
Stock subject to the Grantee's unexercised Options exceeds the Exercise Price of
the Options or (ii) after giving Grantees an opportunity to exercise their
outstanding Options, terminate any or all unexercised Options at such time as
the Committee deems appropriate. Such surrender or termination shall take place
as of the date of the Change of Control or such other date as the Committee may
specify.

     d.   LIMITATIONS. Notwithstanding anything in the Plan to the contrary, in
the event of a Change of Control, the Committee shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Subsection (c) above) that would make the Change of Control
ineligible for desired tax treatment if, in the absence of such right, the
Change of Control would qualify for such treatment and the Company intends to
use such treatment with respect to the Change of Control.

11.  REQUIREMENTS FOR ISSUANCE OR TRANSFER OF SHARES.
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     No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in writing
to comply with such restrictions on his or her subsequent disposition of such
shares of Company Stock as the Committee shall deem necessary or advisable as a
result of any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued or
transferred under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.

12.  AMENDMENT AND TERMINATION OF THE PLAN.
     --------------------------------------

     a.   AMENDMENT. The Board may amend or terminate the Plan at any time;
provided, however, that the Committee shall not amend the Plan without
shareholder approval if such approval is required by Section 422 of the Code or
Section 162(m) of the Code.

     b.   TERMINATION OF PLAN. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.

     c.   TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under section 19(b) hereof. The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 19(b) hereof or may be amended by agreement
of the Company and the Grantee consistent with the Plan.

     d.   GOVERNING DOCUMENT. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

13.  FUNDING OF THE PLAN.
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     This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

14.  RIGHTS OF PARTICIPANTS.
     -----------------------

     Nothing in this Plan shall entitle any Employee, Non-Employee Director or
other person to any claim or right to be granted a Grant under this Plan.


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Neither this Plan nor any action taken hereunder shall be construed as giving
any individual any rights to be retained by or in the employ of the Company or
any other employment rights.

15.  NO FRACTIONAL SHARES.
     ---------------------

      No fractional shares of Company Stock shall be issued or delivered
pursant to the Plan or any Grant. The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

16.  HEADINGS.
     ---------

     Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

17.  EFFECTIVE DATE OF THE PLAN.
     ---------------------------

      Subject to the approval of the Company's shareholders, this Plan shall be
effective on April 21, 2004.

18.  MISCELLANEOUS.
     --------------

     a.   GRANTS IN CONNECTION WITH CORPORATE TRANSACTIONS AND OTHERWISE.
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
Of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and from those of the substituted
stock incentives. The Committee shall prescribe the provisions of the substitute
grants.

     b.   COMPLIANCE WITH LAW. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. In addition,
it is the intent of the Company that the Plan and applicable grants under the
Plan comply with the applicable provisions of Sections 162(m) and 422 of the
Code. To the extent that any legal requirement of section 16 of the Exchange Act
or Sections 162(m) or 422 of the Code as set forth in the Plan ceases to be
required under Section 16 of the Exchange Act or Sections 162(m) or 422 of the
Code, that provision shall cease to apply. The Committee may revoke any Grant if


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<PAGE>

it is contrary to law or modify a Grant to bring it into compliance with any
valid and mandatory government regulation. The Committee may, in its sole
discretion, agree to limit its authority under this Section.

     c.   NO SHAREHOLDER RIGHTS. Except as otherwise provided by the Committee,a
Grantee or Successor Grantee shall have no rights as a shareholder with respect
to any shares of Company Stock covered by a Grant until the shares are issued or
transferred to the Grantee or Successor Grantee on the stock transfer records of
the Company.

     d.   GOVERNING LAW. The validity, construction, interpretation and effect
of the Plan and Grant Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.



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