<PAGE>

                                  CONCEPTUS, INC.

                                  1993 STOCK PLAN

                        (AMENDED AND RESTATED FEBRUARY 18, 1997)

     1.  PURPOSES OF THE PLAN.  The purposes of this Stock Plan are to attract 
and retain the best available personnel for positions of substantial 
responsibility, to provide additional incentive to Employees and Consultants of 
the Company and its Subsidiaries and to promote the success of the Company's 
business.  Options granted under the Plan may be incentive stock options (as 
defined under Section 422 of the Code) or non-statutory stock options, as 
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the 
regulations promulgated thereunder.  Stock purchase rights may also be granted 
under the Plan.


     2.  DEFINITIONS.  As used herein, the following definitions shall apply:

         (a)  "ADMINISTRATOR" means the Board or any of its Committees 
appointed pursuant to Section 4 of the Plan.

         (b)  "BOARD" means the Board of Directors of the Company.

         (c)  "CODE" means the Internal Revenue Code of 1986, as amended.

         (d)  "COMMITTEE"  means the Committee appointed by the Board of 
Directors in accordance with paragraph (a) of Section 4 of the Plan.

         (e)  "COMMON STOCK" means the Common Stock of the Company.

         (f)  "COMPANY" means Conceptus, Inc., a Delaware corporation.

         (g)  "CONSULTANT" means any person, including an advisor, who is 
engaged by the Company or any Parent or Subsidiary to render services and is 
compensated for such services, and any director of the Company whether 
compensated for such services or not provided that if and in the event the 
Company registers any class of any equity security pursuant to the Exchange Act,
the term Consultant shall thereafter not include directors who are not 
compensated for their services or are paid only a director's fee by the Company.

         (h)  "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of any 
interruption or termination of the employment relationship by the Company or any
Subsidiary.  Continuous Status as an Employee shall not be considered 
interrupted in the case of:  (i) sick leave; (ii) military leave; (iii) any 
other leave of absence approved by the Administrator, provided that such leave 
is for a period of not more than ninety (90) days, unless reemployment upon the 
expiration of such leave is guaranteed by contract or statute, or unless 
provided otherwise pursuant to Company policy adopted from time to time; or 
(iv) in the case of transfers between locations of the Company or between the 
Company, its Subsidiaries or its successor.


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         For purposes of this Plan, a change in status from Employee to a 
Consultant or from a Consultant to an Employee will not constitute an 
interruption of Continuous Status as an Employee or Consultant.

         (i)  "EMPLOYEE" means any person, including officers and directors, 
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a director's fee by the Company shall not be sufficient to constitute 
"employment" by the Company.

         (j)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended.

         (k)  "FAIR MARKET VALUE" means, as of any date, the value 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 
National Market System of the National Association of Securities Dealers, 
Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall be 
the closing sales price for such stock as quoted on such system on the date 
of determination (or the closing bid, if no sales were reported, as quoted on 
such exchange or system on that day) as reported in The Wall Street Journal or 
such other source as the Administrator deems reliable;

              (ii) If the Common Stock is quoted on the NASDAQ System (but not 
on the National Market System thereof) or 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 the Common Stock
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.

         (l)  "INCENTIVE STOCK OPTION" means an Option intended to qualify as 
an incentive stock option within the meaning of Section 422 of the Code.

         (m)  "NAMED EXECUTIVE" shall mean any individual who, on the last day 
of the Company's fiscal year, is the chief executive officer of the Company (or 
is acting in such capacity) or among the four highest compensated officers of 
the Company (other than the chief executive officer).  Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the 
Exchange Act.

         (n)  "NONSTATUTORY STOCK OPTION" means an Option not intended to 
qualify as an Incentive Stock Option.

         (o)  "OFFICER" means a person who is an officer of the Company 
within the meaning of Section 16 of the Exchange Act.

         (p)  "OPTION" means a stock option granted pursuant to the Plan.

         (q)  "OPTIONED STOCK" means the Common Stock subject to an Option or 
a Stock Purchase Right.

         (r)  "OPTIONEE" means an Employee or Consultant who receives an 
Option or Stock Purchase Right.


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         (s)  "PARENT" means a "parent corporation", whether now or hereafter 
existing, as defined in Section 424(e) of the Code.

         (t)  "PLAN" means this 1993 Stock Plan.

         (u)  "RESTRICTED STOCK" means shares of Common Stock acquired pursuant 
to a grant of a Stock Purchase Right under Section 11 below.

         (v)  "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act 
as the same may be amended from time to time, or any successor provision.

         (w)  "SHARE" means a share of the Common Stock, as adjusted in 
accordance with Section 13 below.

         (x)  "STOCK PURCHASE RIGHT" means the right to purchase Common Stock 
pursuant to Section 11 below.

         (y)  "SUBSIDIARY" means a "subsidiary corporation", whether now or 
hereafter existing, as defined in Section 424(f) of the Code.

     3.  STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 13 of 
the Plan, the maximum aggregate number of shares which may be optioned and sold 
under the Plan is 2,575,000 shares of Common Stock.  The shares may be 
authorized, but unissued, or reacquired Common Stock.

         If an Option should expire or become unexercisable for any reason 
without having been exercised in full, the unpurchased Shares which were 
subject thereto shall, unless the Plan shall have been terminated, become 
available for future grant under the Plan.

     4.  ADMINISTRATION OF THE PLAN.

         (a)  COMPOSITION OF ADMINISTRATOR.

              (i)  MULTIPLE ADMINISTRATIVE BODIES.  If permitted by Rule 
16b-3, and by the legal requirements relating to the administration of 
incentive stock option plans, if any, of applicable securities laws and the 
Code (collectively, the "APPLICABLE LAWS"), grants under the Plan may (but 
need not) be made by different administrative bodies with respect to 
Directors, Officers who are not directors and Employees who are neither 
Directors nor Officers.

              (ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS.  
With respect to grants of Options or Stock Purchase Rights to Employees who 
are also officers or directors of the Company, the Plan shall be administered 
by (A) the Board if the Board may administer the Plan in compliance with Rule 
16b-3 and Section 162(m) of the Code as it applies so as to qualify grants of 
Options or Stock Purchase Rights to Named Executives as performance-based 
compensation, or (B) a Committee designated by the Board to make grants under 
the Plan, which Committee shall be constituted in such a manner as to permit 
grants under the Plan to comply with Rule 16b-3 to qualify grants of Options 
and Stock Purchase Rights as

                                      -3-
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performance-based compensation under Section 162(m) of the Code and otherwise 
so as to satisfy the Applicable Laws.

              (iii) ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER 
EMPLOYEES.  With respect to grants of Options or Stock Purchase Rights to 
Employees or Consultants who are neither directors nor officers of the Company, 
the Plan shall be administered by (A) the Board or (B) a Committee designated by
the Board, which Committee shall be constituted in such a manner as to satisfy 
the Applicable Laws.

              (iv) GENERAL.  If a Committee has been appointed pursuant to 
subsection (ii) or (iii) of this Section 4(a), such Committee shall continue 
to serve in its designated capacity until otherwise directed by the Board.  
From time to time the Board may increase the size of any Committee and 
appoint additional members thereof, remove members (with or without cause) 
and appoint new members in substitution therefor, fill vacancies (however 
caused) and remove all members of a Committee and thereafter directly 
administer the Plan, all to the extent permitted by the Applicable Laws and, 
in the case of a Committee appointed under subsection (ii) to the extent 
permitted by Rule 16b-3 and to the extent required under Section 162(m) of 
the Code to qualify grants of Options or Stock Purchase Rights to Named 
Executives as performance-based compensation.

         (b)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the 
Plan and in the case of a Committee, the specific duties delegated by the 
Board to such Committee, and subject to the approval of any relevant 
authorities, including the approval, if required, of any stock exchange upon 
which the Common Stock is listed, the Administrator shall have the authority, 
in its discretion:

              (i)  to determine the Fair Market Value of the Common Stock, in 
accordance with Section 2(k) of the Plan;

              (ii) to select the Consultants and Employees to whom Options 
and Stock Purchase Rights may from time to time be granted hereunder;

              (iii) to determine whether and to what extent Options and Stock 
Purchase Rights or any combination thereof are granted hereunder;

              (iv) to determine the number of shares of Common Stock to be 
covered by each such award granted hereunder;

              (v)  to approve forms of agreement for use under the Plan;

              (vi) to determine the terms and conditions, not inconsistent 
with the terms of the Plan, of any award granted hereunder;

              (vii) to determine whether and under what circumstances an 
Option may be settled in cash under subsection 9(f) instead of Common Stock;


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              (viii) to reduce the exercise price of any Option to the then 
current Fair Market Value if the Fair Market Value of the Common Stock 
covered by such Option shall have declined since the date the Option was 
granted; and

              (ix) to determine the terms and restrictions applicable to 
Stock Purchase Rights and the Restricted Stock purchased by exercising such 
Stock Purchase Rights.

         (c)  EFFECT OF ADMINISTRATOR'S DECISION.  All decisions, 
determinations and interpretations of the Administrator shall be final and 
binding on all Optionees and any other holders of any Options or Stock 
Purchase Rights.

     5.  ELIGIBILITY.

         (a)  Nonstatutory Stock Options and Stock Purchase Rights may be 
granted to Employees and Consultants.  Incentive Stock Options may be granted 
only to Employees.  An Employee or Consultant who has been granted an Option 
or Stock Purchase Right may, if he is otherwise eligible, be granted 
additional Options or Stock Purchase Rights.

         (b)  Each Option shall be designated in the written option agreement 
as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, 
notwithstanding such designations, to the extent that the aggregate Fair 
Market Value of the Shares with respect to which Options designated as 
Incentive Stock Options are exercisable for the first time by any Optionee 
during any calendar year (under all plans of the Company or any Parent or 
Subsidiary) exceeds $100,000, such excess Options shall be treated as 
Nonstatutory Stock Options.

         (c)  For purposes of Section 5(b), 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 the Option with 
respect to such Shares is granted.

         (d)  The Plan shall not confer upon any Optionee any right with 
respect to continuation of employment or consulting relationship with the 
Company, nor shall it interfere in any way with his or her right or the 
Company's right to terminate his or her employment or consulting relationship 
at any time, with or without cause.

     6.  TERM OF PLAN.  The Plan shall become effective upon the earlier to 
occur of its adoption by the Board of Directors or its approval by the 
shareholders of the Company as described in Section 19 of the Plan.  It shall 
continue in effect for a term of ten (10) years unless sooner terminated 
under Section 15 of the Plan.

     7.  TERM OF OPTION.  The term of each Option shall be the term stated in 
the Option Agreement; provided, however, that the term shall be no more than 
ten (10) years from the date of grant thereof.  However, in the case of an 
Incentive Stock Option granted to an Optionee who, at the time the Option is 
granted, owns 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 thereof or 
such shorter term as may be provided in the Option Agreement.


                                      -5-
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     8.  LIMITATION ON GRANTS TO EMPLOYEES.  Subject to adjustment as 
provided in this Plan, the maximum number of Shares which may be subject to 
options granted to any one Employee under this Plan for any fiscal year of 
the Company shall be 800,000.

     9.  OPTION EXERCISE PRICE AND CONSIDERATION.

         (a)  The per share exercise price for the Shares to be issued pursuant 
to exercise of an Option shall be such price as is determined by the Board, 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 the grant 
of such Incentive Stock Option, owns stock representing more than ten percent 
(10%) of the voting power of all classes of stock of the Company, the per 
Share exercise price shall be no less than 110% of the Fair Market Value per 
Share on the date of grant.

                   (B) granted to any Employee, the per Share exercise price 
shall be no less than 100% of the Fair Market Value per Share on the date of 
grant.

              (ii) In the case of a Nonstatutory Stock Option

                   (A) granted to a person who, at the time of the grant of 
such Option, is a Named Executive of the Company, the per Share exercise 
price shall be no less than 100% of the Fair Market Value per Share on the 
date of the grant.

                   (B) granted to any person other than a Named Executive, 
the per Share exercise price shall be no less than 85% 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 (and, in the case of an Incentive Stock Option, shall be 
determined at the time of grant) and may consist entirely of (1) cash, (2) 
check, (3) promissory note, (4) other Shares which (x) in the case of Shares 
acquired upon exercise of an Option either have been owned by the Optionee 
for more than six months on the date of surrender or were not acquired, 
directly or indirectly, from the Company, and (y) have a Fair Market Value on 
the date of surrender equal to the aggregate exercise price of the Shares as 
to which said Option shall be exercised, (5) authorization from the Company 
to retain from the total number of Shares as to which the Option is exercised 
that number of Shares having a Fair Market Value on the date of exercise 
equal to the exercise price for the total number of Shares as to which the 
Option is exercised, (6) delivery of a properly executed exercise notice 
together with such other documentation as the Administrator and the broker, 
if applicable, shall require to effect an exercise of the Option and delivery 
to the Company of the sale or loan proceeds required to pay the exercise 
price, (7) by delivering an irrevocable subscription agreement for the Shares 
which irrevocably obligates the option holder to take and pay for the Shares 
not more than twelve months after the date of delivery of the


                                     -6-
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subscription agreement, (8) any combination of the foregoing methods of 
payment, (9) or such other consideration and method of payment for the 
issuance of Shares to the extent permitted under Applicable Laws.  In making 
its determination as to the type of consideration to accept, the Board shall 
consider if acceptance of such consideration may be reasonably expected to 
benefit the Company.

     10. Exercise of Option.

         (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option 
granted hereunder shall be exercisable at such times and under such 
conditions as determined by the Board, including performance criteria with 
respect to the Company and/or the Optionee, and as shall be permissible under 
the terms of the Plan.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed to be exercised when written notice 
of such exercise has been given to the Company in accordance with the terms 
of the Option by the person entitled to exercise the Option and full payment 
for the Shares with respect to which the Option is exercised has been 
received by the Company.  Full payment may, as authorized by the Board, 
consist of any consideration and method of payment allowable under Section 
9(b) of the Plan.  Until the issuance (as evidenced by the appropriate entry 
on the books of the Company or of a duly authorized transfer agent of the 
Company) of the stock certificate evidencing such Shares, no right to vote or 
receive dividends or any other rights as a shareholder shall exist with 
respect to the Optioned Stock, notwithstanding the exercise of the Option.  
The Company shall issue (or cause to be issued) such stock certificate 
promptly upon exercise of the Option.  No adjustment will be made for a 
dividend or other right for which the record date is prior to the date the 
stock certificate is issued, except as provided in Section 14 of the Plan.

              Exercise of an Option in any manner shall result in a decrease 
in the number of Shares which thereafter may be available, both for purposes 
of the Plan and for sale under the Option, by the number of Shares as to 
which the Option is exercised.

         (b)  TERMINATION OF EMPLOYMENT. In the event of termination of an 
Optionee's consulting relationship or Continuous Status as an Employee with 
the Company, such Optionee may, but only within such period of time as is 
determined by the Board, with such determination in the case of an Incentive 
Stock Option being made at the time of grant of the Option and not exceeding 
three (3) months after the date of such termination (but in no event later 
than the expiration date of the term of such Option as set forth in the 
Option Agreement), exercise his Option to the extent that Optionee was 
entitled to exercise it at the date of such termination.  To the extent that 
Optionee was not entitled to exercise the Option at the date of such 
termination, or if Optionee does not exercise such Option to the extent so 
entitled within the time specified herein, the Option shall terminate.


                                      -7-
<PAGE>

         (c)  DISABILITY OF OPTIONEE.

              (i)  Notwithstanding the provisions of Section 10(b) above, in 
the event of termination of an Optionee's consulting relationship or 
Continuous Status as an Employee as a result of his or her total and 
permanent disability (within the meaning of  Section 22(e)(3) of the Code), 
Optionee may, but only within twelve (12) months from the date of such 
termination (but in no event later than the expiration date of the term of 
such Option as set forth in the Option Agreement), exercise the Option to the 
extent otherwise entitled to exercise it at the date of such termination.  To 
the extent that Optionee was not entitled to exercise the Option at the date 
of termination, or if Optionee does not exercise such Option to the extent so 
entitled within the time specified herein, the Option shall terminate.

              (ii) In the event of termination of an Optionee's consulting 
relationship or Continuous Status as an Employee as a result of a disability 
which does not fall within the meaning of total and permanent disability (as 
set forth in Section 22(e)(3) of the Code), Optionee may, but only within six 
(6) months from the date of such termination (but in no event later than the 
expiration date of the term of such Option as set forth in the Option 
Agreement), exercise the Option to the extent otherwise entitled to exercise 
it at the date of such termination.  However, to the extent that such 
Optionee fails to exercise an Option which is an Incentive Stock Option 
("ISO") (within the meaning of Section 422 of the Code) within three (3) 
months of the date of termination, the Option will not qualify for ISO 
treatment under the Code.  To the extent that Optionee was not entitled to 
exercise the Option at the date of termination, or if Optionee does not 
exercise such Option to the extent so entitled within six months (6) from the 
date of termination, the Option shall terminate.

         (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee, 
the Option may be exercised, at any time within twelve (12) months following 
the date of death (but in no event later than the expiration date of the term 
of such Option as set forth in the Option Agreement), by the Optionee's 
estate or by a person who acquired the right to exercise the Option by 
bequest or inheritance, but only to the extent the Optionee was entitled to 
exercise the Option at the date of death.  To the extent that Optionee was 
not entitled to exercise the Option at the date of termination, or if 
Optionee does not exercise such Option to the extent so entitled within the 
time specified herein, the Option shall terminate.

         (e)  RULE 16b-3.  Options granted to persons subject to Section 
16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such 
additional conditions or restrictions as may be required thereunder to 
qualify for the maximum exemption from Section 16 of the Exchange Act with 
respect to Plan transactions.

         (f)  BUYOUT PROVISIONS.  The Administrator may at any time offer to 
buy out for a payment in cash or Shares, an Option previously granted, based 
on such terms and conditions as the Administrator shall establish and 
communicate to the Optionee at the time that such offer is made.

     11. NON-TRANSFERABILITY OF OPTIONS.  The Option may not be sold, 
pledged, assigned, hypothecated, transferred, or disposed of in any manner 
other than by will or by the laws of


                                      -8-
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descent or distribution and may be exercised, during the lifetime of the 
Optionee, only by the Optionee.

     12. STOCK PURCHASE RIGHTS.

         (a)  RIGHTS TO PURCHASE.  Stock Purchase Rights may be issued either 
alone, in addition to, or in tandem with other awards granted under the Plan 
and/or cash awards made outside of the Plan.  After the Administrator 
determines that it will offer 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 (which price shall not be less 
than 85% of the Fair Market Value of the Shares as of the date of the offer), 
and the time within which such person must accept such offer, which shall in 
no event exceed thirty (30) days from the date upon which the Administrator 
made the determination to grant the Stock Purchase Right.  The offer shall be 
accepted by execution of a Restricted Stock purchase agreement in the form 
determined by the Administrator.  Shares purchased pursuant to the grant of a 
Stock Purchase Right shall be referred to herein as "Restricted Stock."

         (b)  REPURCHASE OPTION.  Unless the Administrator determines 
otherwise, the Restricted Stock purchase agreement shall grant the Company a 
repurchase option exercisable upon the voluntary or involuntary termination 
of the purchaser's employment with the Company for any reason (including 
death or Disability).  The purchase price for Shares repurchased pursuant to 
the Restricted Stock purchase agreement shall be the original price paid by 
the purchaser and may be paid by cancellation of any indebtedness of the 
purchaser to the Company.  The repurchase option shall lapse at such rate as 
the Administrator may determine, but at a minimum rate of 20% per year.

         (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.  In addition, the provisions of Restricted Stock purchase 
agreements need not be the same with respect to each purchaser.

         (d)  RIGHTS AS A SHAREHOLDER.  Once the Stock Purchase Right is 
exercised, the purchaser shall have the rights equivalent to those of a 
shareholder, and shall be a shareholder when his or her purchase is entered 
upon the records of the duly authorized transfer agent of the Company.  No 
adjustment will be made for a dividend or other right for which the record 
date is prior to the date the Stock Purchase Right is exercised, except as 
provided in Section 14 of the Plan.

     13. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS.  At the 
discretion of the Administrator, Optionees may satisfy withholding 
obligations as provided in this paragraph.  When an Optionee incurs tax 
liability in connection with an Option or Stock Purchase Right, which tax 
liability is subject to tax withholding under applicable tax laws, and the 
Optionee is obligated to pay the Company an amount required to be withheld 
under applicable tax laws, the Optionee may satisfy the withholding tax 
obligation by electing to have the Company withhold from the Shares to be 
issued upon exercise of the Option, or the Shares to be issued in connection 
with the Stock Purchase Right, if any, that number of Shares having a Fair 
Market Value equal to


                                      -9-
<PAGE>

the amount required to be withheld.  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 (the "Tax Date"). 

         All elections by an Optionee to have Shares withheld for this 
purpose shall be made in writing in a form acceptable to the Administrator 
and shall be subject to the following restrictions:

         (a)  the election must be made on or prior to the applicable Tax Date;

         (b)  once made, the election shall be irrevocable as to the 
particular Shares of the Option or Stock Purchase Right as to which the 
election is made; and

         (c)  all elections shall be subject to the consent or disapproval of 
the Administrator.

         In the event the election to have Shares withheld is made by an 
Optionee and the Tax Date is deferred under Section 83 of the Code because no 
election is filed under Section 83(b) of the Code, the Optionee shall receive 
the full number of Shares with respect to which the Option or Stock Purchase 
Right is exercised but such Optionee shall be unconditionally obligated to 
tender back to the Company the proper number of Shares on the Tax Date.

     14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by 
the shareholders of the Company, the number of shares of Common Stock covered 
by each outstanding Option or Stock Purchase Right, and the number of shares 
of Common Stock which have been authorized for issuance under the Plan but as 
to which no Options or Stock Purchase Rights have yet been granted or which 
have been returned to the Plan upon cancellation or expiration of an Option 
or Stock Purchase Right, the maximum number of shares of Common Stock for 
which options may be granted to any employee under Section 8 of the Plan, as 
well as the price per share of Common Stock covered by each such outstanding 
Option or Stock Purchase Right, shall be proportionately adjusted for any 
increase or decrease in the number of issued shares of Common Stock resulting 
from a stock split, reverse stock split, stock dividend, combination or 
reclassification of the Common Stock, or any other increase or decrease in 
the number of issued shares of Common Stock effected without receipt of 
consideration by the Company; provided, however, that conversion of any 
convertible securities of the Company shall not be deemed to have been 
"effected without receipt of consideration."  Such adjustment shall be made 
by the Board, whose determination in that respect shall be final, binding and 
conclusive.  Except as expressly provided herein, no issuance by the Company 
of shares of stock of any class, or securities convertible into shares of 
stock of any class, shall affect, and no adjustment by reason thereof shall 
be made with respect to, the number or price of shares of Common Stock 
subject to an Option or Stock Purchase Right.


                                     -10-
<PAGE>

         (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed 
dissolution or liquidation of the Company, the Board shall notify the 
Optionee at least fifteen (15) days prior to such proposed action.  To the 
extent it has not been previously exercised, the Option or Stock Purchase 
Right will terminate immediately prior to the consummation of such proposed 
action.

         (c)  MERGER OR SALE OF ASSETS.  In the event of a merger of the 
Company with or into another corporation or the sale of all or substantially 
all of the assets of the Company, the Option or Stock Purchase Right shall be 
assumed or an equivalent option or right shall be substituted by such 
successor corporation or a parent or subsidiary of such successor 
corporation. In the event the Option or Stock Purchase Right is not assumed 
or substituted, the Optionee or Stock Purchase Right holder shall have the 
right to exercise the Option or Stock Purchase Right as to all of the Optioned 
Stock or Restricted Stock, including Shares as to which the Option would not 
otherwise be exercisable, and any Restricted Stock held by a purchaser shall 
be released from the Company's repurchase option.

     15. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.  The date of 
grant of an Option or Stock Purchase Right shall, for all purposes, be the 
date on which the Administrator makes the determination granting such Option 
or Stock Purchase Right, or such other date as is determined by the Board.  
Notice of the determination shall be given to each Employee or Consultant to 
whom an Option or Stock Purchase Right is so granted within a reasonable time 
after the date of such grant.

     16. AMENDMENT AND TERMINATION OF THE PLAN.

         (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend, 
alter, suspend or discontinue the Plan, but no amendment, alteration, 
suspension or discontinuation shall be made which would impair the rights of 
any Optionee under any grant theretofore made, without his or her consent.  
In addition, to the extent necessary and desirable to comply with Rule 16b-3 
under the Exchange Act or with Section 162(m) and 422 of the Code (or any 
other applicable law or regulation, including the requirements of the NASD or 
an established stock exchange), the Company shall obtain shareholder approval 
of any Plan amendment in such a manner and to such a degree as required.

         (b)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or 
termination of the Plan shall not affect Options already granted and such 
Options shall remain in full force and effect as if this Plan had not been 
amended or terminated, unless mutually agreed otherwise between the Optionee 
and the Board, which agreement must be in writing and signed by the Optionee 
and the Company.

     17. CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued 
pursuant to the exercise of an Option unless the exercise of such Option and 
the issuance and delivery of such Shares pursuant thereto shall comply with 
all relevant provisions of law, including, without limitation, the Securities 
Act of 1933, as amended, the Exchange Act, the rules and regulations 
promulgated thereunder, and the requirements of any stock exchange upon which 
the Shares may then be listed, and shall be further subject to the approval 
of counsel for the Company with respect to such compliance.

         As a condition to the exercise of an Option, the Company may require 
the person exercising such Option to represent and warrant at the time of any 
such exercise that the Shares are being purchased only for investment and 
without any present intention to sell or distribute


                                     -11-
<PAGE>

such Shares if, in the opinion of counsel for the Company, such a 
representation is required by any of the aforementioned relevant provisions 
of law.

     18. RESERVATION OF SHARES.  The Company, during the term of this Plan, 
will at all times reserve and keep available such number of Shares as shall 
be sufficient to satisfy the requirements of the Plan.

         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.

     19. AGREEMENTS.  Options and Stock Purchase Rights shall be evidenced by 
written agreements in such form as the Board shall approve from time to time.

     20. SHAREHOLDER APPROVAL.  Continuance of the Plan shall be subject to 
approval by the shareholders of the Company within twelve (12) months before 
or after the date the Plan is adopted.  Such shareholder approval shall be 
obtained in the degree and manner required under applicable state and federal 
law and the rules of any stock exchange upon which the Common Stock is 
listed. 

     21. INFORMATION TO OPTIONEES AND PURCHASERS.  The Company shall provide, 
to each Optionee and to each individual who acquired Shares pursuant to the 
Plan, during the period such Optionee or purchaser has one or more Options or 
Stock Purchase Rights outstanding, and, in the case of an individual who 
acquired Shares pursuant to the Plan, during the period such individual owns 
such Shares, copies of all annual reports.  The Company shall not be required 
to provide such information if the issuance of Options or Stock Purchase 
Rights under the Plan is limited to key employees whose duties in connection 
with the Company assure their access to equivalent information.


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