Exhibit 10.29  CONCEPTUS, INC.  TWELFTH
AMENDED AND RESTATED2001
EQUITY INCENTIVE PLAN  2001
Equity Incentive Plan Adopted
by the Board: March 21, 2001 Approved
by Stockholders: May 16, 2001  Amended
and Restated Equity Incentive Plan
Adopted by the Board: March 2002 Approved
by Stockholders: May 30, 2002  Second
Amended and Restated Equity Incentive Plan Adopted
by the Board: April 2003 Approved
by Stockholders: June 10, 2003  Third
Amended and Restated Equity Incentive Plan Adopted
by the Board: March 2004 Approved
by Stockholders: June 1, 2004  Amendment
to Third Amended and Restated Equity Incentive Plan Adopted
by the Board: March 2004 Approved
by Stockholders: June 1, 2004  Fourth
Amended and Restated Equity Incentive Plan Adopted
by the Board: November 30, 2004  Fifth
Amended and Restated Equity Incentive Plan Adopted
by the Board: January 5, 2005  Sixth
Amended and Restated Equity Incentive Plan Adopted
by the Board: December 16, 2005  Seventh
Amended and Restated Equity Incentive Plan Adopted
by the Board: February 10, 2006  Eighth
Amended and Restated Equity Incentive Plan Adopted
by the Board: April 2006 Approved
by Stockholders: June 7, 2006  Ninth
Amended and Restated Equity Incentive Plan Adopted
by the Board: April 12, 2007  Tenth
Amended and Restated Equity Incentive Plan Adopted
by the Board: April 28, 2008 Approved by Stockholders: June 4,
2008  Eleventh Amended and
Restated Equity Incentive Plan Adopted by the Board: October 1,
2008  Twelfth Amended and Restated
Equity Incentive Plan Adopted by the Board: February
25, 2010


TABLE
OF CONTENTS  Page1.
  PURPOSES OF
  THE PLAN
  12.
  DEFINITIONS
  13.
  STOCK SUBJECT
  TO THE PLAN
  54.
  ADMINISTRATION
  OF THE PLAN
  55.
  ELIGIBILITY
  76.
  LIMITATIONS
  77.
  TERM OF PLAN
  78.
  TERM OF AWARDS
  79.
  OPTION
  EXERCISE PRICE AND CONSIDERATION
  810.
  EXERCISE OF
  OPTION;
  911.
  NON-TRANSFERABILITY
  OF OPTIONS AND STOCK PURCHASE RIGHTS
  1112.
  GRANTS OF
  AWARDS TO INDEPENDENT DIRECTORS
  1213.
  RESTRICTED
  STOCK; STOCK PURCHASE RIGHTS
  1214.
  RESTRICTED
  STOCK UNITS
  1315.
  STOCK APPRECIATIONRIGHTS
  1416.
  OTHER AWARDS
  1517.
  ADJUSTMENTS
  UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE
  1518.
  TIME OF
  GRANTING AWARDS
  1819.
  AMENDMENT AND
  TERMINATION OF THE PLAN
  1820.
  STOCKHOLDER
  APPROVAL
  1921.
  INABILITY TO
  OBTAIN AUTHORITY
  2022.
  RESERVATION OF
  SHARES
  2023.
  INVESTMENT
  INTENT
  2024.
  GOVERNING LAW
  20  i


CONCEPTUS, INC.  TWELFTH AMENDED AND RESTATED 2001 EQUITY INCENTIVE
PLAN  1.             Purposes
of the Plan.  The purposes of the
Conceptus, Inc. Twelfth Amended and Restated 2001 Equity Incentive Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees,
Directors and Consultants and to promote the success of the Companys
business.  Options granted under the Plan
may be Incentive Stock Options or Non-Qualified Stock Options, as determined by
the Administrator at the time of grant. 
Other Awards may also be granted under the Plan.  2.             Definitions.  As used herein, the following definitions
shall apply:  (a)           Acquisition
means (i) any consolidation or merger of the Company with or into any
other corporation or other entity or person in which the stockholders of the
Company prior to such consolidation or merger own less than fifty percent (50%)
of the Companys voting power immediately after such consolidation or merger,
excluding any consolidation or merger effected exclusively to change the
domicile of the Company; or (ii) a sale of all or substantially all of the
assets of the Company.  (b)           Administrator
means the Board or the Committee responsible for conducting the general administration
of the Plan, as applicable, in accordance with Section 4 hereof.  (c)           Applicable Laws
means the requirements relating to the administration of equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction
where Awards are granted under the Plan.  (d)           Award shall
mean an Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance Share award, a Dividend Equivalents award, a Stock Payment award, a
Stock Purchase Right or a Restricted Stock Unit award granted to an eligible
individual under the Plan.  (e)           Award Agreement
means any written agreement, contract, or other instrument or document
evidencing an Award.  (f)            Board
means the Board of Directors of the Company.  (g)           Code means
the Internal Revenue Code of 1986, as amended, or any successor statute or
statutes thereto.  Reference to any
particular Code section shall include any successor section.  (h)           Committee
means a committee appointed by the Board in accordance with Section 4
hereof.  1


(i)            Common Stock
means the Common Stock of the Company, par value $0.003 per share.  (j)            Company
means Conceptus, Inc., a Delaware corporation.  (k)           Consultant
means any consultant or adviser if: (i) the consultant or adviser renders
bona fide services to the Company or any Parent or Subsidiary of the Company; (ii) the
services rendered by the consultant or adviser are not in connection with the
offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Companys
securities; and (iii) the consultant or adviser is a natural person who
has contracted directly with the Company or any Parent or Subsidiary of the
Company to render such services.  (l)            Director
means a member of the Board.  (m)          DRO means a
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.  (n)           Employee
means any person, including an Officer or Director, who is an employee (as
defined in accordance with Section 3401(c) of the Code) of the
Company or any Parent or Subsidiary of the Company.  A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company,
its Parent, any Subsidiary, or any successor. 
For purposes of Incentive Stock Options, no such leave may exceed ninety
(90) days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract.  Neither service as
a Director nor payment of a directors fee by the Company shall be sufficient,
by itself, to constitute employment by the Company.  (o)           Equity
Restructuring shall mean a non-reciprocal transaction between the Company
and its stockholders, such as a stock dividend, stock split, spin-off, rights
offering or recapitalization through a large, nonrecurring cash dividend, that
affects shares of Common Stock (or other securities of the Company) or the
share price of Common Stock (or of other securities) and causes a change in the
per share value of the Common Stock underlying outstanding Awards.  (p)           Exchange Act
means the Securities Exchange Act of 1934, as amended, or any successor statute
or statutes thereto.  Reference to any
particular Exchange Act section shall include any successor section.  (q)           Fair Market
Value means, as of any date, the value of a share of Common Stock
determined as follows:  (i)            If the Common Stock
is listed on any established stock exchange or a national market system,
including, without limitation, the Nasdaq Global Select Market, the Nasdaq
Global Market or the Nasdaq Capital Market, its Fair Market Value shall be the
closing sales price for a share of such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system on the day of determination
(or the most recent day on which sales  2


were reported if
none were reported on such date), as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;  (ii)           If the Common Stock
is regularly quoted by a recognized securities dealer but selling prices are
not reported, its Fair Market Value shall be the mean between the high bid and
low asked prices for a share of the Common Stock on the day of determination
(or the most recent day on which bid and asked prices were reported if none
were reported on such date); or  (iii)          In the absence of
an established market for the Common Stock, the Fair Market Value thereof shall
be determined in good faith by the Administrator.  (r)            Full
Value Award means any Award other than an Option or other Award for which
the Holder pays the intrinsic value (whether directly or by forgoing a right to
receive a payment from the Company).  (s)           Holder
means a person who has been granted or awarded an Award or who holds Shares
acquired pursuant to the exercise of an Award.  (t)            Incentive Stock
Option means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and which is designated as
an Incentive Stock Option by the Administrator.  (u)           Independent
Director means a Director who is not an Employee of the Company.  (v)           Independent
Director Equity Compensation Policy shall have the meaning set forth in Section 12.  (w)          Non-Qualified
Stock Option means an Option (or portion thereof) that is not designated
as an Incentive Stock Option by the Administrator, or which is designated as an
Incentive Stock Option by the Administrator but fails to qualify as an
incentive stock option within the meaning of Section 422 of the Code.  (x)            Officer
means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.  (y)           Option
means a stock option granted pursuant to the Plan.  (z)            Option
Agreement means a written agreement between the Company and a Holder
evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.  (aa)         Parent means
any corporation, whether now or hereafter existing (other than the Company), in
an unbroken chain of corporations ending with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing  3


more than fifty
percent of the total combined voting power of all classes of stock in one of
the other corporations in such chain.  (bb)         Performance Share
means a right granted to a Holder pursuant to Section 16, to receive cash,
Stock, or other Awards, the payment of which is contingent upon achieving
certain performance goals established by the Committee.  (cc)         Permitted
Transferee shall mean, with respect to a Holder, any family member of
the Holder, as defined under the instructions to use of the Form S-8
Registration Statement under the Securities Act, after taking into account any
state, federal, local or foreign tax and securities laws applicable to
transferable Awards.  (dd)         Plan means
the Conceptus, Inc. Twelfth Amended and Restated 2001 Equity Incentive
Plan.  (ee)         Restricted Stock
means Shares (i) acquired pursuant to the exercise of an unvested Option
in accordance with Section 10(h) below or pursuant to a Stock
Purchase Right granted under Section 13 below or (ii) issued pursuant
to a Restricted Stock award under Section 13 below.  (ff)           Restricted
Stock Unit means a right to receive a specified number of shares of Common
Stock during specified time periods pursuant to Section 14.  (gg)         Rule 16b-3
means that certain Rule 16b-3 under the Exchange Act, as such Rule may
be amended from time to time.  (hh)         Securities Act
means the Securities Act of 1933, as amended, or any successor statute or
statutes thereto.  Reference to any
particular Securities Act section shall include any successor section.  (ii)           Service
Provider means an Employee, Director or Consultant.  (jj)           Share
means a share of Common Stock, as adjusted in accordance with Section 17
below.  (kk)         Stock
Appreciation Right or SAR means a right granted pursuant to Section 15
to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Common Stock on the date the SAR is exercised
over the Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.  (ll)           Stock Payment
means (a) a payment in the form of Shares, or (b) an option or other
right to purchase Shares, as part of any bonus, deferred compensation or other
arrangement, made in lieu of all or any portion of the compensation, granted
pursuant to Section 16.  (mm)       Stock Purchase
Right means a right to purchase Common Stock pursuant to Section 13
below.  4


(nn)         Subsidiary
means any corporation, whether now or hereafter existing (other than the
Company), in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing more than fifty percent of the total combined voting
power of all classes of stock in one of the other corporations in such chain.  3.             Stock Subject to the Plan.  Subject to the provisions of Section 17
of the Plan, the shares of stock subject to Awards shall be Common Stock,
initially shares of the Companys Common Stock, par value $0.003 per
share.  Subject to the provisions of Section 17
of the Plan, the maximum aggregate number of Shares which may be issued or
transferred pursuant to Awards under the Plan is 5,500,000 Shares.  Shares issued pursuant to an Award may be
authorized but unissued, or reacquired Common Stock.  To the extent that an Award terminates,
expires, or lapses for any reason, any Shares subject to the Award shall again
be available for the grant of an Award pursuant to the Plan.  If Shares of Restricted Stock are repurchased
by the Company at their original purchase price, if any, such Shares shall
become available for future grant under the Plan.  Notwithstanding the provisions of this Section 3,
no Shares may again be optioned, granted or awarded if such action would cause
an Incentive Stock Option to fail to qualify as an Incentive Stock Option under
Section 422 of the Code, and the following Shares shall not be added back
to the shares authorized for grant under this Section 3:  (i) Shares tendered by the Holder or
withheld by the Company in payment of the exercise price of an Option, (ii) Shares
tendered by the Holder or withheld by the Company to satisfy any tax
withholding obligation with respect to an Award, and (iii) Shares that
were subject to a stock-settled Stock Appreciation Right and were not issued
upon the net settlement or net exercise of such Stock Appreciation Right.Notwithstanding anything herein to the contrary, no more than fifty
percent (50%) of the Shares available for issuance hereunder immediately
following the stockholder meeting held on June 4, 2008 may be issued in
the form of Full Value Awards following such date.  4.             Administration of the Plan.  (a)           Administrator.  Either the Board or a Committee of the Board
delegated administrative authority hereunder shall administer the Plan and, in
the case of a Committee, the Committee shall consist solely of two or more
Independent Directors each of whom is both an outside director, within the
meaning of Section 162(m) of the Code, and a non-employee director
within the meaning of Rule 16b-3. 
Within the scope of such authority, the Board or the Committee may (i) delegate
to a committee of one or more members of the Board who are not Independent
Directors the authority to grant awards under the Plan to eligible persons who
are either (1) not then covered employees, within the meaning of Section 162(m) of
the Code and are not expected to be covered employees at the time of
recognition of income resulting from such award or (2) not persons with
respect to whom the Company wishes to comply with Section 162(m) of
the Code and/or (ii) delegate to a committee of one or more members of the
Board who are not non-employee directors, within the meaning of Rule 16b-3,
the authority to grant awards under the Plan to eligible persons who are not
then subject to Section 16 of the Exchange Act.  The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan.  Appointment of Committee members shall be
effective upon acceptance of appointment. Committee members may resign at any
time by delivering written notice to the Board. 
Vacancies in the Committee may be filled only by the Board.  5


(b)           Powers of the
Administrator.  Subject to the
provisions of the Plan and the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its sole discretion:  (i)            to determine the
Fair Market Value;  (ii)           to select the
Service Providers to whom Awards may from time to time be granted hereunder;  (iii)          to determine the
number of Shares to be covered by each such Award granted hereunder;  (iv)          to approve forms of
agreement for use under the Plan;  (v)           subject to Section 18
of the Plan, to determine the terms and conditions of any Award granted
hereunder (such terms and conditions include, but are not limited to, the
exercise price, the time or times when Awards may vest or be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Award
or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine);  (vi)          to determine whether
to offer to buyout a previously granted Option as provided in subsection 10(i) and
to determine the terms and conditions of such offer and buyout (including
whether payment is to be made in cash or Shares);  (vii)         to prescribe, amend
and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;  (viii)        to allow Holders to
satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued pursuant to an Award that number of Shares having
a Fair Market Value equal to the minimum amount required to be withheld based
on the statutory withholding rates for federal and state tax purposes that
apply to supplemental taxable income. 
The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined.  All elections by Holders to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;  (ix)           subject to Section 18,
to amend the Plan or any Award granted under the Plan as provided in Section 21;
and  (x)            to construe and
interpret the terms of the Plan and Awards granted pursuant to the Plan and to
exercise such powers and perform such acts as the Administrator deems necessary
or desirable to promote the best interests of the Company which are not in
conflict with the provisions of the Plan.  6


(c)           Effect of Administrators
Decision.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Holders.  5.             Eligibility.  Awards other than Incentive Stock Options may
be granted to Service Providers. 
Incentive Stock Options may be granted only to Employees.  If otherwise eligible, a Service Provider who
has been granted an Award may be granted additional Awards.  Each Independent Director shall be eligible
to be granted Awards pursuant to the Independent Director Equity Compensation
Policy described in Section 12.  6.             Limitations.  (a)           Each Option shall be
designated by the Administrator in the Option Agreement as either an Incentive
Stock Option or a Non-Qualified Stock Option. 
However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares subject to a Holders Incentive Stock
Options and other incentive stock options granted by the Company, any Parent or
Subsidiary, which become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options or other options shall be treated as Non-Qualified Stock
Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares shall be determined as of
the time of grant.  (b)           Neither the Plan nor
any Award shall confer upon a Holder any right with respect to continuing the
Holders employment or consulting relationship with the Company, nor shall they
interfere in any way with the Holders right or the Companys right to
terminate such employment or consulting relationship at any time, with or
without cause.  (c)           The maximum number
of shares of Common Stock with respect to one or more Awards that may be
granted to any one Service Provider during a calendar year shall be
800,000.  Notwithstanding the foregoing,
the maximum number of shares of Common Stock with respect to one or more Full
Value Awards that may be granted to any one Service Provider during a calendar
year shall be 300,000.  The limitations
in this Section 6(c) shall be adjusted proportionately in connection
with any change in the Companys capitalization as described in Section 17.  For purposes of this Section 6(c), if an
Option is canceled in the same calendar year it was granted (other than in
connection with a transaction described in Section 17), the canceled
Option will be counted against the limit set forth in this Section 6(c).  For this purpose, if the exercise price of an
Option is reduced, the transaction shall be treated as a cancellation of the
Option and the grant of a new Option.  7.             Term
of Plan.  The Plan became effective
upon its initial adoption by the Board on March 21, 2001 and shall
continue in effect until it is terminated under Section 21 of the
Plan.  No Awards may be issued under the
Plan after March 21, 2011, the tenth (10th) anniversary of the date upon
which the Plan was initially adopted by the Board.  8.             Term
of Awards.  The term of each Award
shall be stated in the Award Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant
thereof.  In the case of an Incentive
Stock Option granted to a Holder who, at the time  7


the Option is granted, owns (or is treated as owning
under Code Section 424) stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant or
such shorter term as may be provided in the Option Agreement.  9.             Option Exercise
Price and Consideration.  (a)           The per share exercise price for the
Shares to be issued upon exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the following:  (i)            In the case of an
Incentive Stock Option  (A)          granted to an
Employee who, at the time of grant of such Option, owns (or is treated as
owning under Code Section 424) stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than one hundred
ten percent (110%) of the Fair Market Value per Share on the date of grant.  (B)           granted to any other
Employee, the per Share exercise price shall be no less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant.  (ii)           In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be
no less than one hundred percent (100%) of the Fair Market Value per Share on
the date of grant.  (b)           The consideration to
be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Administrator.  Such consideration may consist of (1) cash,
(2) check, (3) with the consent of the Administrator, other Shares
which (x) in the case of Shares acquired from the Company, have been owned
by the Holder for more than six (6) months on the date of surrender, and (y) have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which such Option shall be exercised, (4) with
the consent of the Administrator, surrendered Shares then issuable upon
exercise of the Option having a Fair Market Value on the date of exercise equal
to the aggregate exercise price of the Option or exercised portion thereof, (5) property
of any kind which constitutes good and valuable consideration (6) with the
consent of the Administrator, delivery of a notice that the Holder has placed a
market sell order with a broker with respect to Shares then issuable upon
exercise of the Options and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the
Option exercise price, provided, that
payment of such proceeds is then made to the Company upon settlement of such
sale, or (7) with the consent of the Administrator, any combination of the
foregoing methods of payment.  8


10.           Exercise of Option; Vesting;
Fractional Exercises.  Options
granted hereunder shall be vested and exercisable according to the terms hereof
at such times and under such conditions as determined by the Administrator and
set forth in the Option Agreement.  An
Option may not be exercised for a fraction of a Share.  (a)           All
Options shall be subject to such additional terms and conditions as determined
by the Administrator and shall be evidenced by a written Option Agreement.  In the event that the exercise price of an
Option is intended to be below the Fair Market Value per Share on the date of
grant, such Option Agreement may also include limitations regarding the
exercise of such Option and may provide that such exercise is subject to
certain terms and restrictions, including but not limited to, an election, by
specified date, of the Holder, regarding such Option, to the extent such terms and restrictions are required so as not
cause the Option or the shares of Common Stock issuable pursuant to the
exercise of such Option to be includable in the gross income of the Holder
under Section 409A of the Code prior to such times or occurrence of such
events, as permitted by the Code and the regulations and other guidance
thereunder (including, without limitation, Section 409A of the Code, and
the regulations and other guidance issued by the Secretary of the Treasury
thereunder).  (b)           Deliveries upon
Exercise.  All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his or her office:  (i)            A written or
electronic notice complying with the applicable rules established by the
Administrator stating that the Option, or a portion thereof, is exercised.  The notice shall be signed by the Holder or
other person then entitled to exercise the Option or such portion of the
Option;  (ii)           Such
representations and documents as the Administrator, in its sole discretion,
deems necessary or advisable to effect compliance with Applicable Laws.  The Administrator may, in its sole
discretion, also take whatever additional actions it deems appropriate to
effect such compliance, including, without limitation, placing legends on share
certificates and issuing stop transfer notices to agents and registrars;  (iii)          Upon the exercise
of all or a portion of an unvested Option pursuant to Section 10(h), a
Restricted Stock purchase agreement in a form determined by the Administrator
and signed by the Holder or other person then entitled to exercise the Option
or such portion of the Option; and  (iv)          In the event that
the Option shall be exercised pursuant to Section 10(f) by any person
or persons other than the Holder, appropriate proof of the right of such person
or persons to exercise the Option.  (c)           Conditions to
Delivery of Share Certificates.  The
Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any Option or portion
thereof prior to fulfillment of all of the following conditions:  (i)            The admission of
such Shares to listing on all stock exchanges on which such class of stock is
then listed;  9


(ii)           The completion of
any registration or other qualification of such Shares under any state or
federal law, or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body which the Administrator
shall, in its sole discretion, deem necessary or advisable;  (iii)          The obtaining of
any approval or other clearance from any state or federal governmental agency
which the Administrator shall, in its sole discretion, determine to be
necessary or advisable;  (iv)          The lapse of such
reasonable period of time following the exercise of the Option as the
Administrator may establish from time to time for reasons of administrative
convenience; and  (v)           The receipt by the
Company of full payment for such Shares, including payment of any applicable
withholding tax, which in the sole discretion of the Administrator may be in
the form of consideration used by the Holder to pay for such Shares under Section 9(b).  (d)           Termination of
Relationship as a Service Provider. 
If a Holder ceases to be a Service Provider other than by reason of the
Holders disability or death, such Holder may exercise his or her Option within
such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Holders termination.  If,
on the date of termination, the Holder is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option immediately
cease to be issuable under the Option and shall again become available for
issuance under the Plan.  If, after
termination, the Holder does not exercise his or her Option within the time
period specified herein, the Option shall terminate, and the Shares covered by
such Option shall again become available for issuance under the Plan.  (e)           Disability of
Holder.  If a Holder ceases to be a
Service Provider as a result of the Holders disability, the Holder may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of
termination.  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Holders termination.  If such disability is not a disability as
such term is defined in Section 22(e)(3) of the Code, in the case of
an Incentive Stock Option such Incentive Stock Option shall automatically cease
to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Non-Qualified Stock Option from and after the day which is three (3) months
and one (1) day following such termination.  If, on the date of termination, the Holder is
not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately cease to be issuable under the Option
and shall again become available for issuance under the Plan.  If, after termination, the Holder does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall again become available
for issuance under the Plan.  (f)            Death of Holder.  If a Holder dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement, by the  10


Holders estate or
by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of
death.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Holders termination. 
If, at the time of death, the Holder is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
immediately cease to be issuable under the Option and shall again become
available for issuance under the Plan. 
The Option may be exercised by the executor or administrator of the
Holders estate or, if none, by the person(s) entitled to exercise the
Option under the Holders will or the laws of descent or distribution.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall again become available for issuance under the Plan.  (g)           Regulatory
Extension.  A Holders Option
Agreement may provide that if the exercise of the Option following the
termination of the Holders status as a Service Provider (other than upon the
Holders death or Disability) would be prohibited at any time solely because
the issuance of shares would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in Section 8 or (ii) the
expiration of a period of three (3) months after the termination of the
Holders status as a Service Provider during which the exercise of the Option
would not be in violation of such registration requirements.  (h)           Early
Exercisability.  The Administrator
may provide in the terms of a Holders Option Agreement that the Holder may, at
any time before the Holders status as a Service Provider terminates, exercise
the Option in whole or in part prior to the full vesting of the Option; provided, however, that Shares acquired upon exercise of an
Option which has not fully vested may be subject to any forfeiture, transfer or
other restrictions as the Administrator may determine in its sole discretion.  (i)            Buyout
Provisions.  Absent the approval of
the stockholders of the Company, the Administrator shall not offer to buyout
for a payment in cash or Shares, an Option previously granted.  11.   Transferability
of Awards.  (a)           Except as otherwise
provided in Section 11(b):  (i)            No
Award under the Plan may be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution or, subject
to the consent of the Administrator, pursuant to a DRO, unless and until such
Award has been exercised, or the shares underlying such Award have been issued,
and all restrictions applicable to such shares have lapsed;  (ii)           No
Award or interest or right therein shall be liable for the debts, contracts or
engagements of the Holder or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings  11


(including bankruptcy), and any attempted disposition thereof shall be
null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence; and  (iii)          During
the lifetime of the Holder, only the Holder may exercise an Award (or any
portion thereof) granted to him under the Plan, unless it has been disposed of
pursuant to a DRO; after the death of the Holder, any exercisable portion of an
Award may, prior to the time when such portion becomes unexercisable under the
Plan or the applicable Award Agreement, be exercised by his personal
representative or by any person empowered to do so under the deceased Holders
will or under the then applicable laws of descent and distribution.  (b)           Notwithstanding Section 11(a),
the Administrator, in its sole discretion, may determine to permit a Holder to
transfer an Award other than an Incentive Stock Option to any one or more
Permitted Transferees, subject to the following terms and conditions:  (i) an Award transferred to a Permitted
Transferee shall not be assignable or transferable by the Permitted Transferee
other than by will or the laws of descent and distribution; (ii) an Award
transferred to a Permitted Transferee shall continue to be subject to all the
terms and conditions of the Award as applicable to the original Holder (other
than the ability to further transfer the Award); and (iii) the Holder and
the Permitted Transferee shall execute any and all documents requested by the
Administrator, including, without limitation documents to (A) confirm the
status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal, state
and foreign securities laws and (C) evidence the transfer.  12.           Grants of Awards to Independent
Directors.  Notwithstanding anything
herein to the contrary, the grant of any Award to an Independent Director shall
be made by the Board pursuant to a written policy or program which may be
recommended by a Committee of the Board and approved by the Board (the Independent
Director Equity Compensation Policy) in its discretion.  The Independent Director Equity Compensation
Policy shall set forth the type of Award(s) to be granted to Independent
Directors, the number of Shares to be subject to Independent Director Awards,
the conditions on which such Awards shall be granted, become exercisable and/or
payable and expire, and such other terms and conditions as may be set forth in
the Independent Director Equity Compensation Policy and determined by the Board
in its discretion.  13.           Restricted
Stock; Stock Purchase Rights.  (a)           Restricted Stock;
Rights to Purchase.  Restricted Stock
and/or Stock Purchase Rights may be issued either alone, in addition to, or in
tandem with Options granted under the Plan and/or cash awards made outside of
the Plan.  After the Administrator
determines that it will offer Restricted Stock or Stock Purchase Rights under
the Plan, it shall advise the offeree in writing of the terms, conditions and
restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, if any, and the
time within which such person must accept such offer.  The offer shall be
accepted by execution of a Restricted Stock purchase agreement in the form
determined by the Administrator.  (b)           Repurchase Right;
Forfeiture.  Unless the Administrator
determines otherwise, the Restricted Stock purchase agreement shall grant the
Company the right to  12


repurchase Shares
acquired upon exercise of a Stock Purchase Right or provide for the forfeiture
of Shares acquired pursuant to a Restricted Stock award upon the termination of
the purchasers status as a Service Provider for any reason.  The purchase price for Shares repurchased by
the Company pursuant to such repurchase right, if any, and, subject to Section 18,
the rate at which such repurchase right or any forfeiture provision shall lapse
shall be determined by the Administrator in its sole discretion, and shall be
set forth in the Restricted Stock purchase agreement.  (c)           Other Provisions.  The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.  (d)           Rights as a
Shareholder.  Once the Stock Purchase
Right is exercised or the Restricted Stock is issued, the purchaser shall have
rights equivalent to those of a shareholder and shall be a shareholder when his
or her purchase or award is entered upon the records of the duly authorized
transfer agent of the Company.  No
adjustment shall be made for a dividend or other right for which the record
date is prior to the date the Stock Purchase Right is exercised or Restricted
Stock is awarded, except as provided in Section 17 of the Plan.  14.           Restricted
Stock Units.  Any
Service Provider selected by the Administrator may be granted an award of
Restricted Stock Units in the manner determined from time to time by the
Administrator.  (a)           Subject to Section 18,
the vesting of Restricted Stock Units shall be determined by the Administrator
and may be linked to specific performance criteria determined to be appropriate
by the Administrator, in each case on a specified date or dates or over any
period or periods determined by the Administrator.  Common Stock underlying a Restricted Stock
Unit award will not be issued until the Restricted Stock Unit award has vested,
pursuant to a vesting schedule or performance criteria set by the
Administrator.  (b)Unless otherwise provided by the Administrator, a
Holder awarded Restricted Stock Units shall have no rights as a Company
stockholder with respect to such Restricted Stock Units until such time as the
Restricted Stock Units have vested and the Common Stock underlying the
Restricted Stock Units has been issued.  (c)           All Restricted Stock Units shall be
subject to such additional terms and conditions as determined by the
Administrator and shall be evidenced by a written Award Agreement.  Such Award Agreement may also include
limitations regarding the distribution of payments due pursuant to such
Restricted Stock Units and may provide that such payments are subject to an election,
by a certain date, of the Holder to whom such payment is to be awarded, to the
extent such limitations and elections are required so as not cause any
Restricted Stock Unit Award or the shares of Common Stock or cash issuable
pursuant to any Restricted Stock Unit Award (or other amounts issuable or
distributable) to be includable in the gross income of the Holder under Section 409A
of the Code prior to such times or occurrence of such events, as permitted by
the Code and the regulations and other guidance thereunder (including, without  13


limitation, Section 409A of the Code, and
the regulations and other guidance issued by the Secretary of the Treasury
thereunder).  15.           Stock Appreciation Rights.  A
Stock Appreciation Right may be granted to any Service Provider selected by the
Administrator.  A Stock Appreciation
Right may be granted (a) in connection and simultaneously with the grant
of an Option, (b) with respect to a previously granted Option, or (c) independent
of an Option.  The exercise price per
share of Common Stock subject to each Stock Appreciation Right shall be set by
the Administrator, but shall not be less than 100% of the per Share Fair Market
Value on the date the Stock Appreciation Right is granted.  The term of each Stock Appreciation Right
shall be no more than ten (10) years from the date of grant thereof.  A Stock Appreciation Right otherwise shall be
subject to such terms and conditions not inconsistent with the Plan as the
Administrator shall impose and shall be evidenced by an Award Agreement.  (a)Coupled Stock Appreciation Rights. 
A Coupled Stock Appreciation Right (CSAR) shall be related to a
particular Option and shall be exercisable only when and to the extent the
related Option is exercisable.  (i)A CSAR may be granted to a Holder for no
more than the number of shares subject to the simultaneously or previously
granted Option to which it is coupled.  (ii)           A CSAR shall
entitle the Holder (or other person entitled to exercise the Option pursuant to
the Plan) to surrender to the Company unexercised a portion of the Option to
which the CSAR relates (to the extent then exercisable pursuant to its terms)
and to receive from the Company in exchange therefor an amount determined by
multiplying the difference obtained by subtracting the Option exercise price
from the Fair Market Value of a share of Common Stock on the date of exercise
of the CSAR by the number of shares of Common Stock with respect to which the
CSAR shall have been exercised, subject to any limitations the Administrator
may impose.  (b)           Independent Stock
Appreciation Rights.  An Independent
Stock Appreciation Right (ISAR) shall be unrelated to any Option and
shall have a term set by the Administrator. 
An ISAR shall be exercisable in such installments as the Administrator
may determine.  An ISAR shall cover such
number of shares of Common Stock as the Administrator may determine.  The exercise price per share of Common Stock
subject to each ISAR shall be set by the Administrator; provided, however, that, the Administrator in its sole and absolute discretion may
provide that the ISAR may be exercised subsequent to a termination of
employment or service, as applicable, or following an Acquisition of the
Company, or because of the Holders retirement, death or disability, or
otherwise.  An ISAR shall entitle
the Holder (or other person entitled to exercise the ISAR pursuant to the Plan)
to exercise all or a specified portion of the ISAR (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise
price per share of the ISAR from the Fair Market Value of a share of Common
Stock on the date of exercise of the ISAR by the number of shares of Common Stock
with respect to  14


which the ISAR
shall have been exercised, subject to any limitations the Administrator may
impose.  (c)           Payment and
Limitations on Exercise.  (i)            Subject
to Section 15(c)(ii), payment of the amounts determined under Sections 15(a) and
15(b) above shall be in cash, in Common Stock (based on its Fair Market
Value as of the date the Stock Appreciation Right is exercised) or a
combination of both, as determined by the Administrator.  (ii)           To
the extent any payment under this Section 15 is effected in Common Stock,
it shall be made subject to satisfaction of all provisions of Sections 9 and 10
above pertaining to Options.  16.           Other
Awards.  (a)           Performance Share
Awards.  Any Service Provider
selected by the Committee may be granted one or more Performance Share awards
which may be denominated in a number of Shares or in a dollar value of Shares
and which may be linked to any one or more specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee.  In making such determinations, the Committee
shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other
compensation of the particular Holder.  (b)           Dividend
Equivalents.  Any Service Provider
selected by the Committee may be granted Dividend Equivalents based on the
dividends declared on the Shares that are subject to any Award other than an
Option or Stock Appreciation Right, to be credited as of dividend payment
dates, during the period between the date the Award is granted and the date the
Award is exercised, vests or expires, as determined by the Committee.  Such Dividend Equivalents shall be converted
to cash or additional Shares by such formula and at such time and subject to
such limitations as may be determined by the Committee.  For the avoidance of doubt, Dividend
Equivalents shall not be granted with respect to Options or Stock Appreciation
Rights.  (c)           Stock Payments.  Any Service Provider selected by the
Committee may receive Stock Payments in the manner determined from time to time
by the Committee.  The number of shares
shall be determined by the Committee and may be based upon specific performance
criteria determined appropriate by the Committee, determined on the date such
Stock Payment is made or on any date thereafter.  17.           Adjustments upon Changes in
Capitalization, Merger or Asset Sale.  (a)           In the event that the Administrator
determines that other than an Equity Restructuring any dividend or other
distribution (whether in the form of cash, Common Stock, other securities, or
other property), reclassification, reorganization, merger, consolidation,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase  15


Common Stock or other securities of the Company, or
other similar corporate transaction or event, in the Administrators sole
discretion, affects the Common Stock such that an adjustment is determined by
the Administrator to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended by the Company to be made
available under the Plan or with respect to any Award, then the Administrator
shall, in such manner as it may deem equitable, adjust any or all of:  (i)            the number and kind
of shares of Common Stock (or other securities or property) with respect to
which Awards may be granted or awarded (including, but not limited to, adjustments
of the limitations in Section 3 on the maximum number and kind of shares
which may be issued and adjustments of the maximum number of Shares that may be
purchased by any Holder in any calendar year pursuant to Section 6(c));  (ii)           the number and kind
of shares of Common Stock (or other securities or property) subject to
outstanding Awards; and  (iii)          the grant or
exercise price with respect to any Award.  (b)           In the event of any
transaction or event described in Section 17(a), the Administrator, in its
sole discretion, and on such terms and conditions as it deems appropriate, and
to the extent allowed by Section 409A of the Code and any applicable
regulations thereunder, to the extent applicable, either by the terms of the
Award or by action taken prior to the occurrence of such transaction or event
and either automatically or upon the Holders request, is hereby authorized to
take any one or more of the following actions whenever the Administrator
determines that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be
made available under the Plan or with respect to any Award granted or issued
under the Plan or to facilitate such transaction or event:  (i)            To provide for
either the purchase of any such Award for an amount of cash equal to the amount
that could have been obtained upon the exercise of such Award or realization of
the Holders rights had such Award been currently exercisable or payable or
fully vested or the replacement of such Award with other rights or property
selected by the Administrator in its sole discretion;  (ii)           To provide that
such Award shall be exercisable as to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the provisions of such
Award;  (iii)          To provide that
such Award be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options, rights or
awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind
of shares and prices;  (iv)          To make adjustments
in the number and type of shares of Common Stock (or other securities or
property) subject to outstanding Awards, and/or in the terms and  16


conditions of
(including the grant or exercise price), and the criteria included in,
outstanding Awards or Awards which may be granted in the future; and  (v)           To provide that
immediately upon the consummation of such event, such Award shall not be
exercisable and shall terminate; provided, that
for a specified period of time prior to such event, such Award shall be
exercisable as to all Shares covered thereby, and the restrictions imposed
under an Award Agreement upon some or all Shares may be terminated and, in the
case of Restricted Stock, some or all shares of such Restricted Stock may cease
to be subject to repurchase, notwithstanding anything to the contrary in the
Plan or the provisions of such Award Agreement.  (c)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in Sections 17(a) and 17(b):  (i)            The
number and type of securities subject to each outstanding Award and the
exercise price or grant price thereof, if applicable, will be proportionately
adjusted.  The adjustments provided under
this Section 17(c)(i) shall be nondiscretionary and shall be final
and binding on the affected Holder and the Company.  (ii)           The
Administrator shall make such proportionate adjustments, if any, as the
Administrator in its discretion may deem appropriate to reflect such Equity
Restructuring with respect to the aggregate number and kind of Shares that may
be issued under the Plan (including, but not limited to, adjustments of the
limitations in Section 3 and Section 6(c)).  (iii)          Notwithstanding
anything in this Section 17 to the contrary, this Section 17(c) shall
not apply to, and instead Section 17(a) of the Plan shall apply to,
any Award to which the application of this Section 17(c) would (A) result
in a penalty tax under Section 409A of the Code and the proposed and final
regulations and guidance issued by the Secretary of the Treasury thereunder or (B) cause
any Incentive Stock Option to fail to qualify as an incentive stock option
under Section 422 of the Code.  (d)           Subject to Section 3,
the Administrator may, in its sole discretion, include such further provisions
and limitations in any Award Agreement or Common Stock certificate, as it may
deem equitable and in the best interests of the Company.  (e)           If the Company
undergoes an Acquisition, then any surviving corporation or entity or acquiring
corporation or entity, or affiliate of such corporation or entity, may assume
any Awards outstanding under the Plan or may substitute similar stock awards
(including an award to acquire the same consideration paid to the stockholders
in the transaction described in this subsection 17(e)) for those outstanding
under the Plan.  In the event any
surviving corporation or entity or acquiring corporation or entity in an
Acquisition, or affiliate of such corporation or entity, does not assume such
Awards or does not substitute similar stock awards for those outstanding under
the Plan, then with respect to (i) Awards held by Holders in the Plan
whose status as a Service Provider has not terminated prior to such event, the
vesting of such Awards (and, if applicable, the time during which such awards
may be exercised) shall be accelerated and made fully exercisable and all
restrictions thereon shall lapse at least ten (10)  17


days prior to the
closing of the Acquisition (and the Awards terminated if not exercised prior to
the closing of such Acquisition), and (ii) any other Awards outstanding
under the Plan, such rights shall be terminated if not exercised prior to the
closing of the Acquisition. 
Notwithstanding the assumption or substitution of Options granted to
Service Providers other than Independent Directors pursuant to the foregoing
provisions, any Award granted to Independent Directors pursuant to the
Independent Director Equity Compensation Policy which is outstanding
immediately prior to the closing of the Acquisition shall not be assumed or
substituted for, shall be accelerated and made fully vested and/or exercisable,
as applicable, at least ten (10) days prior to the closing of the
Acquisition and shall terminate if not exercised prior to the closing of such
Acquisition.  (f)            The existence of
the Plan or any Award Agreement and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Companys capital
structure or its business, any merger or consolidation of the Company, any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to
or affect the Common Stock or the rights thereof or which are convertible into
or exchangeable for Common Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar character or
otherwise.  18.           Full Value Award Vesting
Limitations.  Notwithstanding any
other provision of this Plan to the contrary, Full Value Awards made to
Employees or Consultants shall become vested over a period of not less than
three years (or, in the case of vesting based upon the attainment of
performance-based objectives, over a period of not less than one year)
following the date the Award is made, and the vesting schedule for Full Value
Awards may only be amended in the event of a Change in Control or an Employee
or Consultants death, Disability or retirement; provided, however, that, notwithstanding the foregoing, Full
Value Awards that result in the issuance of an aggregate of up to 5% of the
Shares available pursuant to Section 3 may be granted to, or amended with
respect to, any one or more Holders without regard to such minimum vesting or
amendment provisions.  19.           Time
of Granting Awards.  The date of
grant of an Award shall, for all purposes, be the date on which the
Administrator makes the determination granting such Award, or such other date
as is determined by the Administrator. 
Notice of the determination shall be given to each Service Provider to
whom an Award is so granted within a reasonable time after the date of such
grant.  20.           Amendment
and Termination of the Plan.  (a)           Amendment and
Termination.  The Board may at any
time wholly or partially amend, alter, suspend or terminate the Plan.  However, without approval of the Companys
stockholders given within twelve (12) months before or after the action by the
Board, no action of the Board may, except as provided in Section 17,
increase the limits imposed in Section 3 on the maximum number of Shares
which may be issued under the Plan or extend the term of the Plan under Section 7.  18


(b)           Savings Clause.  Notwithstanding
anything to the contrary in the Plan or any Award Agreement relating to an
outstanding Award, if and to the extent the Administrator shall determine that
the terms of any Award may result in the failure of such Award to comply with
the requirements of Section 409A of the Code, or any applicable
regulations or guidance promulgated by the Secretary of the Treasury in
connection therewith, the Administrator shall have authority to take such
action to amend, modify, cancel or terminate the Plan or any Award as it deems
necessary or advisable, including without limitation:  (i)            Any amendment or
modification of the Plan or any Award to conform the Plan or such Award to the
requirements of Section 409A of the Code or any regulations or other
guidance thereunder (including, without limitation, any amendment or
modification of the terms of any Award regarding vesting, exercise, or the
timing or form of payment).  (ii)           Any cancellation or
termination of any unvested Award, or portion thereof, without any payment to
the Holder holding such Award.  (iii)          Any cancellation or
termination of any vested Award, or portion thereof, with immediate payment to
the Holder holding such Award of the amount otherwise payable upon the
immediate exercise of any such Award, or vested portion thereof, by such
Holder.  (iv)          Any such amendment,
modification, cancellation, or termination of the Plan or any Award may
adversely affect the rights of a Holder with respect to such Award without the
Holders consent.  (c)           Stockholder
Approval.  The Board shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.  (d)           Effect of
Amendment or Termination.  Except as
provided in Section 17(b), above, no amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Holder, unless mutually
agreed otherwise between the Holder and the Administrator, which agreement must
be in writing and signed by the Holder and the Company.  Termination of the Plan shall not affect the
Administrators ability to exercise the powers granted to it hereunder with
respect to Awards granted or awarded under the Plan prior to the date of such
termination.  (e)           Repricing
Prohibited.  Notwithstanding any
provision in this Plan to the contrary, absent approval of the stockholders of
the Company no Award may be amended to reduce the per Share exercise price of
the Shares subject to such Award below the per Share exercise price as of the
date the Award is granted.  In addition,
absent approval of the stockholders of the Company no Award may be granted in exchange
for, or in connection with, the cancellation or surrender of an Award having a
higher per Share exercise price.  21.           Stockholder
Approval.  The Plan will be submitted
for the approval of the Companys stockholders within twelve (12) months after
the date of the Boards adoption of the Plan. 
Awards may be granted or awarded prior to such stockholder approval,
provided that Awards not previously authorized under the Plan shall not be
exercisable, shall not vest and the  19


restrictions thereon shall not lapse prior to the time
when the Plan is approved by the stockholders, and provided further that if
such approval has not been obtained at the end of said twelve-month period, any
Award previously granted or awarded but not previously authorized under the
Plan shall thereupon be canceled and become null and void.  22.           Inability
to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Companys counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.  23.           Reservation
of Shares.  The Company, during the
term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.  24.           Investment
Intent.  The Company may require a
Plan Holder, as a condition of exercising or acquiring stock under any Award, (i) to
give written assurances satisfactory to the Company as to the Holders
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising rights under any Award; and (ii) to
give written assurances satisfactory to the Company stating that the Holder is
acquiring the stock subject to the Award for the Holders own account and not
with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (A) the
issuance of the shares upon the exercise or acquisition of stock under the
applicable Award has been registered under a then currently effective
registration statement under the Securities Act or (B) as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws.  The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.  25.           Governing
Law.  The validity and enforceability
of this Plan shall be governed by and construed in accordance with the laws of
the State  of Delaware without regard to
otherwise governing principles of conflicts of law.  20