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EXHIBIT 4.4

                                 INFORMAX, INC.
                   AMENDED EQUITY INCENTIVE COMPENSATION PLAN

                INFORMAX, INC. (the "Company") sets forth herein the terms of
this Equity Incentive Compensation Plan (the "Plan") as follows:

                1.      PURPOSE

                The Plan is intended to advance the interests of the Company by
providing eligible officers, employees, directors of, and consultants to the
Company (as designated pursuant to Section 4 below) with incentives to improve
business results, by providing an opportunity to acquire or increase a
proprietary interest in the Company, which thereby will create a stronger
incentive to expend maximum effort for the growth and success of the Company,
and will encourage such persons to remain in the employ or service of the
Company. To this end, the Plan provides for the grant of stock options, and
shares of restricted stock, all as set out herein.

                Each stock option granted under the Plan (an "Option") is
intended to be an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time, or the
corresponding provision of any subsequently-enacted tax statute (the "Code")
("Incentive Stock Option"), except (i) to the extent that any such Option would
exceed the limitations set forth in Section 7 below; (ii) any Option
specifically designated at the time of grant as not being "incentive stock
options"; and (iii) any Option that otherwise would not satisfy the requirements
of Code Section 422 at the time of grant (collectively, "Non-qualified Stock
Options"). Further, grants may be made of shares of restricted stock, in
accordance with the provisions of Section 6 below ("Restrictive Stock Awards").
Such grants and awards are referred to collectively as "Incentive Awards." Each
Incentive Award shall be evidenced by a written agreement between the Company
and the recipient employee setting out the terms and conditions of the grant (an
"Agreement"). Except where the context otherwise requires, the term "Company"
shall include the parent corporation and all subsidiaries of the Company within
the meaning of Sections 424(e) and 424(f) of the Code. Subject to applicable
law, any requirement in this Plan that an action be taken in writing or an
agreement be reduced to writing shall be considered satisfied if such action is
taken or such agreement is evidenced by electronic means.


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                2.      ADMINISTRATION

                        (a)     Board of Directors. The Plan shall be
administered by the Board of Directors of the Company (the "Board"), which shall
have the full power and authority to take all actions, and to make all
determinations required or provided for under the Plan or any Incentive Award
granted or associated agreement entered into hereunder and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Board to be necessary or appropriate to the
administration of the Plan or any Incentive Award granted or Agreement entered
into hereunder. All such actions and determinations shall be by the affirmative
vote of a majority of the members of the Board present at a meeting at which any
issue relating to the Plan is properly raised for consideration or by without a
meeting by written consent of the Board of Directors executed in accordance with
the Company's Articles of Incorporation and By-Laws, and with applicable law.
The interpretation and construction by the Board of any provision of the Plan or
of any Incentive Award granted or Agreement entered into hereunder shall be
final and conclusive.

                        (b)     Committee. The Board may from time to time
appoint an Equity Incentive Compensation Plan Committee (the "Committee")
consisting of one or more members of the Board. The Board, in its sole
discretion, may provide that the role of the Committee shall be limited to
making recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
board may delegate to the Committee such powers and authorities related to the
administration of the Plan, as set forth in Section 2(a) above, as the Board
shall determine, consistent with the Articles of Incorporation and By-Laws of
the Company and applicable law. The Board may remove members, add members, and
fill vacancies on the committee from time to time, all in accordance with the
company's Articles of Incorporation and By-Laws, and with applicable law. The
majority vote of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.

                        (c)     No Liability. No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Incentive Award granted or Agreement entered
into hereunder.

                        (d)     Delegation to the Committee. In the event that
the Plan or any Incentive Award granted or Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the Board,
such action may be taken by or such determination may be made by the Committee
if the power and authority to do so has been delegated to the Committee by the
Board as provided for in Section 2(b) above. Unless otherwise expressly
determined by the



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Board, any such action or determination by the Committee shall be final and
conclusive.

                3.      STOCK

                The stock that may be issued pursuant to Incentive Awards under
the Plan shall be shares of Common Stock, par value $0.001 per share, of the
Company (the "Stock"), which shares may be treasury shares or authorized but
unissued shares. The number of shares of Stock that may be issued pursuant to
Incentive Awards under the Plan shall not exceed, in the aggregate, 8,179,000
shares, which number of shares is subject to adjustment as hereinafter provided
in Section 17 below. If any Incentive Award expires, terminates, or is
terminated for any reason prior to exercise or vesting in full, the shares of
Stock that were subject to the unexercised, forfeited or terminated portion of
such Incentive Award shall be available for future grants of Incentive Awards
under the Plan.

                4.      ELIGIBILITY

                Incentive Awards may be granted under the Plan to any employee
or director of, or any consultant to the Company or any Subsidiary (including
any such employee who is an officer or director of the Company or any
Subsidiary) as the Board shall determine and designate from time to time prior
to expiration or termination of the Plan. An individual may hold more than one
Incentive Award, subject to such restrictions as are provided herein.

                5.      EFFECTIVE DATE AND TERM OF THE PLAN

                        (a)     Effective Date. The Plan shall be effective as
of the date of adoption by the Board, subject to approval of the Plan within one
year of such effective date by a majority of the votes cast at a duly held
meeting of the shareholders of the Company at which a quorum representing at
least a majority of outstanding shares of stock of the Company entitled to vote
thereon is, either in person or by proxy, present and voting on the Plan or by
written consent in accordance with the Articles of Incorporation and By-Laws of
the Company; provided, however, that upon approval of the Plan by the
shareholders of the Company as set forth above, all Incentive Awards granted
under the Plan on or after the effective date shall be fully effective as if the
shareholders of the Company had approved the Plan on the effective date. If the
shareholders fail to approve the Plan within one year of such effective date,
any Incentive Awards granted hereunder shall be null and void and of no effect.

                        (b)     Term. The Plan shall terminate on the date ten
years from the effective date.



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                6.      GRANT OF OPTIONS AND SHARES OF RESTRICTED STOCK

                        (a)     Options. Subject to the terms and conditions of
the Plan, the Board may, at any time and from time to time, prior to the date of
termination of the Plan, grant to such eligible individuals as the Board may
determine ("Optionees"), Options to purchase such number of shares of the Stock
on such terms and conditions as the Board may determine, including any terms or
conditions which may be necessary to qualify such Options as Incentive Stock
Options. The date on which the Board approves the grant of an Option shall be
considered the date on which such Option is granted.

                        (b)     Restricted Stock Awards. Subject to the terms of
the Plan, the Board may, at any time and from time to time, prior to the date of
termination of the Plan, grant to such eligible individuals as the Board may
determine ("Holders"), shares of restricted Stock, subject to (i) payment by the
Holder of not less than the par value of such stock and (ii) the attainment of
such performance objectives and the completion of such service requirements (if
any) as the Board shall determine and specify as a condition to making such
grant. Each such grant shall be effected by the execution of an Agreement
setting out the terms and conditions applicable thereto and by the issuance of
shares of restricted Stock. Upon attainment of the specified objectives and
requirements (or, to the extent specified by the Board, partial attainment of
such objectives and requirements), the Holder shall be entitled to shares of
Stock specified in the grant (or the portion of such shares earned by partial
attainment of the objectives and requirements, as applicable) free of
restrictions, except that such shares of Stock shall continue to be subject to
the restrictions set out in Section 11. Upon the failure of (i) the Holder to
pay the price specified for the shares within the time set by the Board at the
time of the grant or, (ii) upon the expiration of the specified period for
attaining performance objectives without such objectives having been achieved or
(iii) upon termination of the Holder's employment without the Holder having
satisfied the service requirement specified at the time of grant (the
"Conditions"), except as shall otherwise have been specified in the Agreement at
the time of grant or in an amendment thereto, the shares of restricted Stock (or
appropriate portion thereof) shall be forfeited and shall again be available for
regrant under the terms of the Plan. The Board may require that the certificates
evidencing the grant of shares of restricted Stock hereunder be held in escrow
until such restrictions have expired. The Board may also cause a legend to be
placed on such certificates making appropriate reference to the restrictions to
which the shares are subject.

                        (c)     Cancellation and New Grant of Options. The Board
shall have the authority to effect, at any time and from time to time, with the
consent of the affected Optionees, the cancellation of any or all outstanding
Options under the Plan and the grant in substitution therefor of new Options
under the Plan covering



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the same or different numbers of shares of Stock having an exercise price per
share which may be lower or higher than the exercise price per share of the
canceled Options.

                        (d)     Acceleration. The Board may, in its sole
discretion, accelerate the date or dates on which all or any particular Option
or Options granted under the Plan may be exercised or on which any Conditions
under Restricted Stock Awards lapse.

                7.      LIMITATION ON INCENTIVE STOCK OPTIONS

                An Option (other than an Option described in exception (ii) or
(iii) of Section 1) shall constitute an Incentive Stock Option only to the
extent that the aggregate fair market value (determined at the time the Option
is granted) of the Stock with respect to which options intended to constitute
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under the Plan and all other plans of the Optionee's
employer corporation and its parent and subsidiary corporations within the
meaning of Section 422(b)(7) of the Code) does not exceed $100,000.

                8.      OPTION AGREEMENTS

                All Options granted pursuant to the Plan shall be evidenced by
Agreements ("Option Agreements"), to be executed by the Company and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same time
need not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan. Any amendment or
modification to an Option Agreement shall be made by a written instrument
approved by the Board and executed by or on behalf of the Company and the
Optionee (or permitted transferee of the Optionee).

                9.      OPTION PRICE

                The purchase price of each share of the Stock subject to an
Option (the "Option Price") shall be determined by the Board and stated in each
Option Agreement.

                In the case of an Option intended to constitute an Incentive
Stock Option, the Option Price shall be not less than the greater of par value
or 100% of the fair market value of a share of the Stock on the date the Option
is granted (as determined in good faith by the Board); provided, however, that
in the event the Optionee would otherwise be ineligible to receive an Incentive
Stock Option by



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reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating
to stock ownership of more than ten percent (10%)), the Option Price of an
Option which is intended to be an Incentive Stock Option (within the meaning of
Section 422 of the Code) shall be not less than the greater of par value or 110%
of the fair market value of a share of Stock at the time such Option is granted.
In the event that the Stock is listed on an established national or regional
stock exchange, is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System, or is publicly traded in an
established securities market, in determining the fair market value of the
Stock, the Board shall use the closing price of the Stock on such exchange or
System or in such market (the highest such closing price if there is more than
one such exchange or market) on the trading date immediately before the Option
is granted (or, if there is no such closing price, then the Board shall use the
mean between the highest bid and lowest asked prices or between the high and low
prices on such date), or, if no sale of the Stock has been made on such day, on
the next preceding day on which any such sale shall have been made. Such
determination of the fair market value of such shares shall be final, binding,
and conclusive.

                In the case of an Option not intended to constitute an
"Incentive Stock Option," the Option Price shall not be less than par value.

                10.     TERM AND EXERCISE OF OPTIONS

                        (a)     Term. Each Option granted under the Plan shall
terminate and all rights to purchase shares thereunder shall cease upon the
expiration of ten years from the date such Option is granted or on such date
prior thereto as may be fixed by the Board and stated in the Option Agreement
relating to such Option (subject to earlier termination as provided in the
Plan); provided, however, that in the event the Optionee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more
than ten percent (10%)), an Option granted to such Optionee which is intended to
be an Incentive Stock Option shall in no event be exercisable after the
expiration of five years from the date it is granted.

                        (b)     Option Period and Limitations on Exercise. Each
Option granted under the Plan shall be exercisable, in whole or in part, at any
time and from time to time, over a period commencing on or after the date of
grant and ending upon the expiration or termination of the Option, as the Board
shall determine and set forth in the Option Agreement relating to such Option or
any amendment thereto. Without limiting the foregoing, the Board, subject to the
terms and conditions of the Plan, may in its sole discretion provide that an
Option may not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding and may condition exercisability of
an Option upon the Optionee's attainment of performance objectives set out in
the Option Agreement;



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provided, however, that any such limitation or condition on the exercise of an
Option contained in any Option Agreement may be rescinded, modified or waived by
the Board, in its sole discretion, at any time and from time to time after the
date of grant of such Option, so as to accelerate the time at which the Option
may be exercised. Notwithstanding any other provisions of the Plan, no Option
granted to an Optionee under the Plan shall be exercisable in whole or in part
prior to the date the Plan is approved by the shareholders of the Company as
provided in Section 5 above.

                        (c)     Method of Exercise. An Option that is
exercisable hereunder may be exercised by delivery to the Company on any
business day, at its principal office, addressed to the attention of the Board,
of written notice of exercise, which notice shall specify the number of shares
with respect to which the Option is being exercised, and shall be accompanied by
payment in full of the Option Price of the shares for which the Option is being
exercised, except as provided below. Payment of the Option Price for the shares
of Stock purchased pursuant to the exercise of an Option shall be made (i) in
cash or in cash equivalents; (ii) through the tender to the Company of shares of
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their fair market value
(determined in the manner described in Section 9 above) on the date of exercise;
(iii) if at the time of exercise the Stock is publicly traded on an established
securities market or exchange, by delivering a written direction to the Company
that the Option be exercised pursuant to a "cashless" exercise/sale procedure
(pursuant to which funds to pay for exercise of the option are delivered to the
Company by a broker upon receipt of stock certificates from the Company) or a
cashless exercise/loan procedure (pursuant to which the Optionees would obtain a
margin loan from a broker to fund the exercise) through a licensed broker
acceptable to the Company whereby the stock certificate or certificates for the
shares of Stock for which the Option is exercised will be delivered to such
broker as the agent for the individual exercising the Option and the broker will
deliver to the Company cash (or cash equivalents acceptable to the Company)
equal to the Option Price for the shares of Stock purchased pursuant to the
exercise of the Option plus the amount (if any) of federal and other taxes that
the Company, may, in its judgment, be required to withhold with respect to the
exercise of the Option; or (iv) by a combination of the methods described in
(i), (ii) and (iii). The Optionee's right to pay the exercise price by exchange
of Stock, however, is subject to the following limitation: the Stock being
exchanged must have been held by the Optionee for at least six months. Payment
in full of the Option Price need not accompany the written notice of exercise if
the Option is exercised pursuant to the cashless exercise/sale procedure
described above. An attempt to exercise any Option granted hereunder other than
as set forth above shall be invalid and of no force and effect. Promptly after
the exercise of an Option and the payment in full of the Option Price of the
shares of Stock covered thereby, the individual exercising the Option shall be
entitled to the issuance of a Stock certificate or certificates



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evidencing his ownership of such shares. A separate Stock certificate or
certificates shall be issued for any shares purchased pursuant to the exercise
of an Option which is an Incentive Stock Option, which certificate or
certificates shall not include any shares which were purchased pursuant to the
exercise of an Option which is not an Incentive Stock Option. An individual
holding or exercising an Option shall have none of the rights of a shareholder
until the shares of Stock covered thereby are fully paid and issued to him and,
except as provided in Section 16 below, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date of such
issuance. Shares issued pursuant to the exercise shall be subject to the
applicable restrictions set out in Section 11 hereof.

                11.     TRANSFERABILITY OF STOCK AND OPTIONS

                        (a)     Transferability. During the lifetime of an
Optionee, only such Optionee (or, in the event of legal incapacity or
incompetency, the guardian or legal representative of the Optionee) may exercise
the Option. No Option shall be assignable or transferable by the Optionee to
whom it is granted, other than by will or the laws of descent and distribution.
No shares of restricted stock shall be assignable or transferable, other than by
will or the laws of descent and distribution, prior to the satisfaction of
applicable performance and service requirements with respect to such shares.

                        (b)     Additional Provisions. The Board may, in its
sole discretion, include additional provisions in any Incentive Award granted
under the Plan, including without limitation restrictions on transfer,
repurchase rights, commitments to pay cash bonuses, arrangements for loans or
transfers of property to Optionees upon exercise of Options, a requirement to
enter into any applicable shareholders agreement by and among the Company and
any of its shareholders or such other provisions as shall be determined by the
Board; provided, however, that such additional provisions shall not be
inconsistent with any term or condition of the Plan and such additional
provisions shall not cause any Incentive Stock Option granted under the Plan to
fail to qualify as an Incentive Stock Option within the meaning of Section 422
of the Code.

                12.     TERMINATION OF SERVICE OR EMPLOYMENT OF OPTIONEE

                Upon the termination of the employment or service of an
Optionee, or Holder with the Company or a Subsidiary, other than by reason of
the death or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such individual, any Option or shares of restricted
stock that have not become vested to such individual pursuant to the Plan, shall
terminate and such individual shall have no further right to purchase shares of
Stock pursuant to such Option and such restricted stock shall be forfeited;
provided, however, that the Board may



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provide, by inclusion of appropriate language in any Option or restricted Stock
Agreement, that the grantee may (subject to the general limitations on exercise
set forth in Section 10(b) above), in the event of termination of employment or
service with the Company or a Subsidiary, exercise an Option or receive
unrestricted shares of Stock, in whole or in part, at any time subsequent to
such termination of employment and prior to termination of the Incentive Award
as provided in Sections 6 and 10 above, either subject to or without regard to
any installment limitation, condition on exercise or transfer, or vesting
requirement imposed pursuant to such Sections. Whether a leave of absence or
leave on military or government service shall constitute a termination of
employment or service for purposes of the Plan shall be determined by the Board,
which determination shall be final and conclusive. For purposes of the Plan, a
termination of employment or service with the Company or a Subsidiary shall not
be deemed to occur if the Optionee is immediately thereafter employed by or
engaged with the Company or any Subsidiary in any capacity.

                13.     RIGHTS IN THE EVENT OF DEATH OR DISABILITY

                        (a)     Death. If an Optionee dies while employed by or
providing service to the Company or a Subsidiary, the executors or
administrators or legatees or distributees of such individual's estate shall
have the right (subject to the general limitations on exercise set forth in
Section 10(b) above), at any time within six (6) months after the date of such
individual's death and before termination of the Option as provided in Section
10(a) above, to exercise any vested portion of the Option held by such
individual at the date of such individual's death. The extent to which shares of
restricted Stock shall become vested as a result of the grantee's death while
employed by or providing services to the Company or a Subsidiary shall be
determined by the Board at the time of grant of such shares of restricted Stock
and specified in the related Agreement.

                        (b)     Disability. If an Optionee terminates employment
or service with the Company or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
person, then such person shall have the right (subject to the general
limitations on exercise set forth in Section 10(b) above), at any time within
six (6) months after such termination of employment or service and before
termination of the Option as provided in Section 10(a) above, to exercise, in
whole or in part, any vested portion of the Option held by such person at the
date of such termination of employment or service. Whether a termination of
employment is to be considered by reason of "permanent and total disability" for
purposes of this Plan shall be determined by the Board, which determination
shall be final and conclusive. The extent to which shares of restricted stock
shall become vested as a result of the grantee's "total and permanent
disability" while employed by or engaged in performing services for the



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Company or a Subsidiary shall be determined by the Board at the time of grant of
such shares of restricted stock and specified in the related Agreement.

                14.     USE OF PROCEEDS

                The proceeds received by the Company from the sale of Stock
pursuant to the exercise of Options granted under the Plan and the issuance of
shares of restricted stock hereunder shall constitute general funds of the
Company.

                15.     REQUIREMENTS OF LAW

                The Company shall not be required to sell, issue or transfer any
shares of Stock under any Incentive Award if the sale, issuance or transfer of
such shares would constitute a violation by the Holder or the individual
exercising the Option or the Company of any provisions of any law or regulation
of any governmental authority, including without limitation any federal or state
securities laws or regulations. Specifically in connection with the Securities
Act of 1933 (as now in effect or as hereafter amended), at the time of grant of
restricted Stock or when such Stock becomes vested or upon exercise of any
Option, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by thereby, the Company shall not be required to
sell or issue such shares unless the Board has received evidence satisfactory to
it that the holder of such restricted Stock or Option may acquire such shares
pursuant to an exemption from registration under such Act. Any determination in
this connection by the Board shall be final, binding, and conclusive. The
Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended). The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares
pursuant thereto or pursuant to a grant of restricted Stock to comply with any
law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable or
that shares of Stock may not be issued pursuant to a grant of restricted Stock
unless and until the shares of Stock covered by such grant or Option are
registered or are subject to an available exemption from registration, the
exercise of such Option or issuance of shares of Stock pursuant to such grant
(under circumstances in which the laws of such jurisdiction apply) shall be
deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

                16.     AMENDMENT AND TERMINATION OF THE PLAN

                The Board may, at any time and from time to time, amend, suspend
or terminate the Plan as to any shares of Stock as to which Incentive Awards
have not been granted; provided, however, that no amendment by the Board shall,
without



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approval by a majority of the votes cast at a duly held meeting of the
shareholders of the Company at which a quorum representing at least a majority
of outstanding shares of stock of the Company entitled to vote thereon is,
either in person or by proxy, present and voting on the Plan or by written
consent in accordance with the Articles of Incorporation and By-Laws of the
Company, (a) change the requirements as to eligibility to receive Incentive
Stock Options; or (b) increase the maximum number of shares of Stock in the
aggregate that may be sold or issued pursuant to grants of Incentive Stock
Options under the Plan (except as permitted under Section 17 hereof). Except as
permitted under Section 17 hereof, no amendment, suspension or termination of
the Plan shall not, without the consent of the holder of the Incentive Award,
alter or impair rights or obligations under any Incentive Award theretofore
granted under the Plan. With the consent of the Optionee or Holder, the Board
may amend any outstanding Agreement in a manner not inconsistent with the Plan.
Amendments to the Plan not requiring stockholder approval shall become effective
when adopted by the Board; amendments requiring stockholder approval (as
provided in this Section 16) shall become effective when adopted by the Board,
but no Incentive Stock Option issued after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
Optionee) unless and until such amendment shall have been approved by the
Company's stockholders. If such stockholder approval is not obtained within
twelve (12) months of the Board's adoption of such amendment, any Incentive
Stock Options granted on or after the date of such amendment shall terminate to
the extent that such amendment to the Plan was required to enable the Company to
grant such Option to a particular Optionee.


                17.     EFFECT OF CHANGES IN CAPITALIZATION

                        (a)     Changes in Stock. If the outstanding shares of
Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company, occurring after the effective date of the Plan,
the number and kinds of shares for the issuance of which restricted Stock may be
awarded and for the acquisition of which Options may be granted under the Plan
shall be adjusted proportionately and accordingly by the Company. In addition,
the number and kind of shares for which Options are outstanding shall be
adjusted proportionately and accordingly so that the proportionate interest of
the holder of the Option immediately following such event shall, to the extent
practicable, be the same as immediately before such event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option



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outstanding but shall include a corresponding proportionate adjustment in the
Option Price per share.

                        (b)     Reorganization in Which the Company Is the
Surviving Corporation. Subject to Subsection (c) hereof, if the Company shall be
the surviving corporation in any reorganization, merger, or consolidation of the
Company with one or more other corporations, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger, or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger, or consolidation.

                        (c)     Reorganization in Which the Company Is Not the
Surviving Corporation or Sale of Assets or Stock. Upon the dissolution or
liquidation of the Company, or upon a merger, consolidation or reorganization of
the Company with one or more other corporations in which the Company is not the
surviving corporation, or upon a sale of all or substantially all of the assets
of the Company to another corporation, or upon any transaction (including,
without limitation, a merger or reorganization in which the Company is the
surviving corporation) approved by the Board which results in any person or
entity (other than persons who are shareholders of the Company at the time the
Plan is approved by the shareholders and other than an Affiliate) owning 80% or
more of the combined voting power of all classes of stock of the Company, the
Plan and all Options outstanding hereunder shall terminate, except to the extent
a provision is made in writing in connection with such transaction for the
continuation of the Plan and/or the assumption of such Options theretofore
granted, or for the substitution for such Options of new options covering the
stock of a successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares and exercise
prices, in which event the Plan and Options theretofore granted shall continue
in the manner and under the terms so provided. In the event of any such
termination of the Plan, each individual holding an Option shall have the right
(subject to the general limitations on exercise set forth in Section 10(b)
above), immediately before the occurrence of such termination and during such
period occurring before such termination as the Board in its sole discretion
shall determine and designate, to exercise such Option in whole or in part, to
the extent that such Option was otherwise exercisable at the time such
termination occurs, except that, by inclusion of appropriate language in an
Option Agreement, the Board may provide that the Option may be exercised before
termination without regard to any installment limitation or other condition on
exercise imposed pursuant to Section 10(b) above. The Board shall send written
notice of an event that will result in such a termination to all individuals who
hold



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<PAGE>   13

Options not later than the time at which the Company gives notice thereof to its
shareholders. The extent to which unvested shares of restricted Stock shall be
vested or forfeited in the case of an event described in this Section 17(c)
shall be set out in the Agreement with respect to such grant; in the absence of
such a provision, the unvested shares shall be forfeited.

                        (d)     Adjustments. Adjustments under this Section 17
related to stock or securities of the Company shall be made by the Board, whose
determination in that respect shall be final, binding, and conclusive. No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.

                        (e)     No Limitations on Company. The grant of shares
of Incentive Awards pursuant to the Plan shall not affect or limit in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.

                18.     DISCLAIMER OF RIGHTS

                No provision in the Plan or in any Incentive Award granted or
agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ or service of the Company or
any Subsidiary, or to interfere in any way with the right and authority of the
Company or any Subsidiary either to increase or decrease the compensation of any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company or any Subsidiary. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
participant or beneficiary under the terms of the Plan.

                19.     NONEXCLUSIVITY OF THE PLAN

                Neither the adoption of the Plan nor the submission of the Plan
to the shareholders of the Company for approval shall be construed as creating
any limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including,



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<PAGE>   14

without limitation, the granting of restricted stock, stock options or stock
appreciation rights otherwise than under the Plan.

                                      * * *


        The amendments to this Plan were duly adopted and approved by the Board
of Directors of the Company on the 25th day of October, 2000.

                                     /s/Dr. James E. Bernstein
                                     -------------------------------------------
                                     Secretary





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