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                                                                   Exhibit 10.14

                          VALERA PHARMACEUTICALS, INC.
                             EQUITY INCENTIVE PLAN

          SECTION 1. PURPOSE; DEFINITIONS.  The purposes of the Valera
Pharmaceuticals, Inc. Equity Incentive Plan (the "Plan") are to: (a) enable
Valera Pharmaceuticals, Inc. (the "Company") and its affiliated companies to
recruit and retain highly qualified employees, directors and consultants; (b)
provide those employees, directors and consultants with an incentive for
productivity; and (c) provide those employees, directors and consultants with an
opportunity to share in the growth and value of the Company.

          For purposes of the Plan, the following initially capitalized words
and phrases will be defined as set forth below, unless the context clearly
requires a different meaning:

          a. "Affiliate" means, with respect to a Person, a Person that directly
or indirectly controls, or is controlled by, or is under common control with
such Person.

          b. "Award" means a grant of Options or Restricted Shares pursuant to
the provisions of this Plan.

          c. "Award Agreement" means, with respect to any particular Award, the
written document that sets forth the terms of that particular Award.

          d. "Board" means the Board of Directors of the Company, as constituted
from time to time; provided, however, that if the Board appoints a Committee to
perform some or all of the Board's administrative functions hereunder pursuant
to Section 2, references in this Plan to the "Board" will be deemed to also
refer to that Committee in connection with administrative matters to be
performed by that Committee.

          e. "Cause" means (i) alcohol abuse or use of controlled drugs (other
than in accordance with a physician's prescription); (ii) refusal, failure or
inability to perform any material obligation or fulfill any duty (other than any
duty or obligation of the type described in clause (iv) below) to the Company
(other than due to a Disability), which failure, refusal or inability is not
cured within 10 days after delivery of notice thereof; (iii) gross negligence or
willful misconduct in the course of employment; (iv) any breach of any
obligation or duty to the Company or any of its Affiliates (whether arising by
statute, common law, contract or otherwise) relating to confidentiality,
noncompetition, nonsolicitation or proprietary rights; (v) other conduct
involving any type of disloyalty to the Company or any of its Affiliates,
including, without limitation, fraud, embezzlement, theft or proven dishonesty;
and (vi) conviction of (or the entry of a plea of guilty or nolo contendere to)
a misdemeanor involving moral turpitude or a felony. Notwithstanding the
foregoing, if a Participant and the Company (or any of its Affiliates) have
entered into an employment agreement, consulting agreement or other similar
agreement that specifically defines "cause," then with respect to such
Participant, "Cause" shall have the meaning defined in that employment
agreement, consulting agreement or other agreement.

          f. "Change in Control" means (i) the sale, transfer, assignment or
other disposition (including by merger or consolidation, but excluding any sales
by stockholders made as part of an underwritten public offering of the common
stock of the Company) by stockholders
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of the Company, in one transaction or a series of related transactions, of more
than 50% of the voting power represented by the then outstanding capital stock
of the Company to one or more Persons, (ii) the sale of substantially all the
assets of the Company (other than a transfer of financial assets made in the
ordinary course of business for the purpose of securitization), or (iii) the
liquidation or dissolution of the Company.

          g. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

          h. "Committee" means a committee appointed by the Board in accordance
with Section 2 of this Plan.

          i. "Company" means Valera Pharmaceuticals, Inc.

          j. "Consultant" means an individual performing services as an
independent contractor for the Company, but who is not an Employee or Director.

          k. "Director" means a member of the Board.

          1. "Disability" means a condition rendering a Participant Disabled.

          m. "Disabled" will have the same meaning as set forth in Section
22(e)(3) of the Code.

          n. "Employee" means common-law employee of the Company or any
Subsidiary.

          o. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          p. "Fair Market Value" means, as of any date: (i) if the Shares are
not traded in the over-the-counter market, the value of such Shares on that
date, as determined by the Board in its sole and absolute discretion; or (ii) if
the Shares are traded in the over-the-counter market, the Fair Market Value per
Share shall be the mean of the bid and asked prices for a Share on the relevant
valuation date as reported in The Wall Street Journal (or, if not so reported,
as otherwise reported by the National Association of Securities Dealers
Automated Quotations ("NASDAQ") System), as applicable or, if there is no
trading on such date, on the next preceding date on which there were reported
Share prices. In the event Shares are listed on a national or regional
securities exchange or traded through the NASDAQ National Market, the Fair
Market Value of a Share shall be the closing price for a Share on the exchange
or on the NASDAQ National Market, as reported in The Wall Street Journal on the
relevant valuation date, or if there is no trading on that date, on the next
preceding date on which there were reported Share prices.

          q. "Incentive Stock Option" means any Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

          r. "Non-Employee Director" will have the meaning set forth in Rule
16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission; provided,


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however, that the Board or the Committee may, to the extent that it deems
necessary to comply with Section 162(m) of the Code or regulations thereunder,
require that each "Non-Employee Director" also be an "outside director" as that
term is defined in regulations under Section 162(m).

          s. "Non-Qualified Stock Option" means any Option that is not an
Incentive Stock Option.

          t. "Option" means any option to purchase Shares (including Restricted
Shares, if the Committee so determines) granted pursuant to Section 5 hereof.

          u. "Participant" means an employee, consultant or Director of the
Company or any of its Affiliates to whom an Award is granted.

          v. "Person" means an individual, partnership, corporation, limited
liability company, trust, joint venture, unincorporated association, or other
entity or association.

          w. "Restricted Shares" means Shares that are subject to restrictions
pursuant to Section 7 hereof.

          x. "Share" means a share of Company's common stock, par value $.001,
subject to substitution or adjustment as provided in Section 3(c) hereof.

          y. "Stock Purchase Agreement" means any stock purchase, stock
restriction, shareholders' or other agreement the Board may require a
Participant to execute as a condition of his or her receipt of either a grant of
Restricted Shares or of the issuance of Shares pursuant to the exercise of an
Option.

          z. "Subsidiary" means, in respect of the Company, a subsidiary
company, whether now or hereafter existing, as defined in Sections 424(f) and
(g) of the Code.

          SECTION 2. ADMINISTRATION.  The Plan will be administered by the
Board; provided, however, that the Board may at any time appoint a Committee to
perform some or all of the Board's administrative functions hereunder; and
provided further, that the authority of any Committee appointed pursuant to this
Section 2 will be subject to such terms and conditions as the Board may
prescribe and will be coextensive with, and not in lieu of, the authority of the
Board hereunder.

          Any Committee established under this Section 2 will be composed of not
fewer than two members, each of whom will serve for such period of time as the
Board determines; provided, however, that if the Company has a class of
securities required to be registered under Section 12 of the Securities Exchange
Act of 1934, all members of any Committee established pursuant to this Section 2
will be Non-Employee Directors. From time to time the Board may increase the
size of the Committee and appoint additional members thereto, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and thereafter
directly administer the Plan.


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          Members of the Board who are eligible for Awards or have received
Awards may vote on any matters affecting the administration of the Plan or the
grant of Awards, except that no such member will act upon the grant of an Award
to himself or herself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board during which action is taken
with respect to the grant of Awards to himself or herself.

          The Board will have full authority to grant Awards under this Plan. In
particular, the Board will have the authority:

          a. to select the persons to whom Awards may from time to time be
granted hereunder (consistent with the eligibility conditions set forth in
Section 4);

          b. to determine the type of Award to be granted to any person
hereunder;

          c. to determine the number of Shares, if any, to be covered by each
such Award;

          d. to establish the terms and conditions of each Award Agreement;

          e. to determine whether and under what circumstances an Option may be
exercised without a payment of cash under Section 5(d); and

          f. to determine whether, to what extent and under what circumstances
Shares and other amounts payable with respect to an Award may be deferred either
automatically or at the election of the Participant.

          The Board will have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it, from
time to time, deems advisable; to interpret the terms and provisions of the Plan
and any Award issued under the Plan (and any Award Agreement); to amend the
terms of any Award Agreement, provided that the Participant consents to such
amendment; and to otherwise supervise the administration of the Plan. The Board
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or in any Award in the manner and to the extent it deems necessary to
carry out the intent of the Plan.

          All decisions made by the Board pursuant to the provisions of the Plan
will be final and binding on all persons, including the Company and
Participants. No member of the Board will be liable for any good faith
determination, act or omission in connection with the Plan or any Award.

          SECTION 3. SHARES SUBJECT TO THE PLAN

          a. Shares Subject to the Plan.  The Shares to be subject to Options or
Restricted Shares under the Plan will be authorized and unissued Shares of the
Company, whether or not previously issued and subsequently acquired by the
Company. The maximum number of Shares that may be subject to Options or
Restricted Shares under the Plan is Two Million Five Hundred Thousand
(2,500,000), and the Company will reserve for the purposes of the Plan, out of
its authorized and unissued Shares, such number of Shares.


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          b. Effect of the Expiration or Termination of Awards.  If and to the
extent that an Option expires, terminates or is canceled or forfeited for any
reason without having been exercised in full, the Shares associated with that
Option will again become available for grant under the Plan. Similarly, if any
Restricted Share is canceled, forfeited or repurchased for any reason, or if any
Share is withheld pursuant to Section 9(d) in settlement of a tax withholding
obligation associated with an Award, that Share will again become available for
grant under the Plan. Finally, if any Share is received in satisfaction of the
exercise price payable upon exercise of an Option, that Share will become
available for grant under the Plan.

          c. Other Adjustment.  In the event of any recapitalization, stock
split or combination, stock dividend or other similar event or transaction
affecting the Shares, equitable substitutions or adjustments may be made by the
Board, in its sole and absolute discretion, to the aggregate number, type and
issuer of the securities reserved for issuance under the Plan, to the number,
type and issuer of Shares subject to outstanding Options, to the exercise price
of outstanding Options, and to the number, type and issuer of Restricted Shares.

          d. Change in Control.  Notwithstanding anything to the contrary set
forth in this Plan, upon or in anticipation of any Change in Control, the Board
may, in its sole and absolute discretion and without the need for the consent of
any Participant, take one or more of the following actions contingent upon the
occurrence of that Change in Control: (i) cause all outstanding Options to
become fully vested and immediately exercisable; (ii) cause all outstanding
Restricted Shares to become non-forfeitable; (iii) cancel any Option in exchange
for an option to purchase common stock of any successor corporation, which new
option satisfies the requirements of Treas. Reg. Section 1.425-l(a)(4)(i)
(notwithstanding the fact that the original Option may never have been intended
to satisfy the requirements for treatment as an Incentive Stock Option), (iv)
cancel any Restricted Shares in exchange for restricted shares of the common
stock of any successor corporation, (v) redeem any Restricted Share for cash
and/or other substitute consideration with a value equal to the Fair Market
Value of an unrestricted Share on the date of the Change in Control; (vi) cancel
any Option in exchange for cash and/or other substitute consideration with a
value equal to (A) the number of Shares subject to that Option, multiplied by
(B) the difference between the Fair Market Value per Share on the date of the
Change in Control and the exercise price of that Option.

          SECTION 4. ELIGIBILITY.  Employees, directors, consultants, and other
individuals who provide services to the Company or its Affiliates are eligible
to be granted Awards under the Plan. Persons who are not employees of the
Company or a Subsidiary are eligible to be granted Awards, but are not eligible
to be granted Incentive Stock Options.

          SECTION 5. OPTIONS.  Options granted under the Plan may be of two
types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. Any
Option granted under the Plan will be in such form as the Board may from time to
time approve.

          The Award Agreement evidencing any Option will incorporate the
following terms and conditions and will contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Board deems
appropriate in its sole and absolute discretion:


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          a. Option Price.  The exercise price per Share purchasable under a
Non-Qualified Stock Option will be determined by the Board. The exercise price
per Share purchasable under an Incentive Stock Option will be not less than 100%
of the Fair Market Value of a Share on the date of the grant. However, any
Incentive Stock Option granted to any Participant who, at the time the Option is
granted, owns more than 10% of the voting power of all classes of shares of the
Company or of a Subsidiary will have an exercise price per Share of not less
than 110% of Fair Market Value per Share on the date of the grant.

          b. Option Term.  The term of each Option will be fixed by the Board,
but no Option will be exercisable more than 10 years after the date the Option
is granted. However, any Incentive Stock Option granted to any Participant who,
at the time such Option is granted, owns more than 10% of the voting power of
all classes of shares of the Company or of a Subsidiary may not have a term of
more than five years. No Option may be exercised by any person after expiration
of the term of the Option.

          c. Exercisability.  Options will vest and be exercisable at such time
or times and subject to such terms and conditions as determined by the Board at
the time of grant. If the Board provides, in its discretion, that any Option is
exercisable only in installments, the Board may waive such installment exercise
provisions at any time at or after grant, in whole or in part, based on such
factors as the Board determines, in its sole and absolute discretion.

          d. Method of Exercise.  Subject to the exercise provisions under
Section 5(c) and the termination provisions set forth in Section 6, Options may
be exercised in whole or in part at any time and from time to time during the
term of the Option, by giving written notice of exercise to the Company
specifying the number of Shares to be purchased. Such notice will be accompanied
by payment in full of the purchase price, either by certified or bank check, or
such other means as the Board may accept and by an executed copy of a Stock
Purchase Agreement, as required by the Board. As determined by the Board, in its
sole discretion, at or after grant, payment in full or in part of the exercise
price of an Option may be made in the form of previously acquired Shares based
on the Fair Market Value of the Shares on the date the Option is exercised;
provided, however, that, in the case of an Incentive Stock Option, the right to
make a payment in the form of previously acquired Shares may be authorized only
at the time the Option is granted.

          No Shares will be issued upon exercise of an Option until full payment
therefor has been made. A Participant will not have the right to distributions
or dividends or any other rights of a shareholder with respect to Shares subject
to the Option until the Participant has given written notice of exercise, has
paid in full for such Shares, and, if requested, has given the representation
described in Section 9(a) hereof.

          e. Incentive Stock Option Limitations.  In the case of an Incentive
Stock Option, the aggregate Fair Market Value (determined as of the time of
grant) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year under
the Plan and/or any other plan of the Company or any Subsidiary will not exceed
$100,000. For purposes of applying the foregoing limitation, Incentive Stock
Options will be taken into account in the chronological order in which they were
granted. Any Option not meeting such limitation will be treated for all purposes
as a Non-Qualified Stock Option.


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          f. Termination of Service.  Unless otherwise specified in the Award
Agreement, Options will be subject to the terms of Section 6 with respect to
exercise upon termination of service.

          g. Transferability of Options.  Except as may otherwise be
specifically determined by the Board with respect to a particular Non-Qualified
Stock Option, no Option will be transferable by the Participant other than by
will or by the laws of descent and distribution, and all Options will be
exercisable, during the Participant's lifetime, only by the Participant or, in
the event of his Disability, by his personal representative.

          SECTION 6. TERMINATION OF SERVICE.  Unless otherwise specified with
respect to a particular Option in the applicable Award Agreement, all Options
will remain exercisable after termination of employment only to the extent
specified in this Section 6.

          a. Termination by Reason of Death.  If a Participant's service with
the Company or any Affiliate terminates by reason of death, any Option held by
such Participant may thereafter be exercised, to the extent then exercisable or
on such accelerated basis as the Board may determine, at or after grant, by the
legal representative of the estate or by the legatee of the Participant under
the will of the Participant, for a period expiring (i) at such time as may be
specified by the Board at or after the time of grant, or (ii) if not specified
by the Board, then 12 months from the date of death, or (iii) if sooner than the
applicable period specified under (i) or (ii) above, then upon the expiration of
the stated term of such Option.

          b. Termination by Reason of Disability.  If a Participant's service
with the Company or any Affiliate terminates by reason of Disability, any Option
held by such Participant may thereafter be exercised by the Participant or his
personal representative, to the extent it was exercisable at the time of
termination, or on such accelerated basis as the Board may determine at or after
grant, for a period expiring (i) at such time as may be specified by the Board
at or after the time of grant, or (ii) if not specified by the Board, then 12
months from the date of termination of service, or (iii) if sooner than the
applicable period specified under (i) or (ii) above, then upon the expiration of
the stated term of such Option.

          c. Cause.  If a Participant's service with the Company or any
Affiliate is terminated for Cause: (i) any Option not already exercised will be
immediately and automatically forfeited as of the date of such termination, and
(ii) any Shares for which the Company has not yet delivered share certificates
will be immediately and automatically forfeited and the Company will refund to
the Participant the Option exercise price paid for such Shares, if any.

          d. Other Termination.  If a Participant's service with the Company or
any Affiliate terminates for any reason other than death, Disability or Cause,
any Option held by such Participant may thereafter be exercised by the
Participant, to the extent it was exercisable at the time of such termination,
or on such accelerated basis as the Board may determine at or after grant, for a
period expiring (i) at such time as may be specified by the Board at or after
the time of grant, or (ii) if not specified by the Board, then 90 days from the
date of termination of service, or (iii) if sooner than the applicable period
specified under (i) or (ii) above, then upon the expiration of the stated term
of such Option.


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          SECTION 7. RESTRICTED SHARES

          a. Issuance.  Restricted Shares may be issued either alone or in
conjunction with other Awards. The Board will determine the time or times within
which Restricted Shares may be subject to forfeiture, and all other conditions
of such Awards.

          b. Awards and Certificates.  The Award Agreement evidencing the grant
of any Restricted Shares will contain such terms and conditions, not
inconsistent with the terms of the Plan, as the Board deems appropriate in its
sole and absolute discretion. The prospective recipient of an Award of
Restricted Shares will not have any rights with respect to such Award, unless
and until such recipient has executed an Award Agreement and has delivered a
fully executed copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of such Award. The purchase price for Restricted
Shares may, but need not, be zero.

          A share certificate will be issued in connection with each Award of
Restricted Shares. Such certificate will be registered in the name of the
Participant receiving the Award, and will bear the following legend and/or any
other legend required by this Plan, the Award Agreement, the Company's
shareholders' agreement, or by applicable law:

          THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED
          HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE VALERA
          PHARMACEUTICALS, INC. EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED
          INTO BETWEEN [THE PARTICIPANT] AND VALERA PHARMACEUTICALS, INC. (WHICH
          TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, CERTAIN TRANSFER
          RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE CONDITIONS). COPIES OF
          THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF VALERA
          PHARMACEUTICALS, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS
          CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF VALERA
          PHARMACEUTICALS, INC.

          Share certificates evidencing Restricted Shares will be held in
custody by the Company or in escrow by an escrow agent until the restrictions
thereon have lapsed. As a condition to any Restricted Share Award, the
Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Shares covered by such Award.

          c. Restrictions and Conditions.  The Restricted Shares awarded
pursuant to this Section 7 will be subject to the following restrictions and
conditions:

               (i) During a period commencing with the date of grant of an Award
of Restricted Shares and ending at such time or times as specified by the Board
(the "Restriction


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Period"), the Participant will not be permitted to sell, transfer, pledge,
assign or otherwise encumber Restricted Shares awarded under the Plan. The Board
may condition the lapse of restrictions on Restricted Shares upon the continued
employment or service of the recipient, the attainment of specified individual
or corporate performance goals, or such other factors as the Board may
determine, in its sole and absolute discretion.

               (ii) Prior to the expiration of the Restriction Period, the
Participant will not be entitled to vote such Restricted Shares. Consistent with
Section 3(c), any distributions or dividends paid in the form of securities with
respect to Restricted Shares will be subject to the same terms and conditions as
the Restricted Shares with respect to which they were paid, including, without
limitation, the same Restriction Period.

               (iii) Subject to the applicable provisions of the Award
Agreement, if a Participant's service with the Company terminates prior to the
expiration of the Restriction Period, all of that Participant's Restricted
Shares which then remain subject to forfeiture will be forfeited.

               (iv) In the event of hardship or other special circumstances of a
Participant whose service with the Company is involuntarily terminated (other
than for Cause), the Board may, in its sole discretion, waive in whole or in
part any or all remaining restrictions with respect to such Participant's
Restricted Shares, based on such factors as the Board may deem appropriate.

               (v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Shares (or if and when the restrictions applicable
to Restricted Shares lapse pursuant to Sections 3(d) or 7(c)(iv)), the
certificates for such Shares will be replaced with new certificates, without the
portion of restrictive legends described in Section 7(b) applicable to such
lapsed restrictions, and such new certificates will be promptly delivered to the
Participant, the Participant's representative (if the Participant has suffered a
Disability), or the Participant's estate or heir (if the Participant has died).

          SECTION 8. AMENDMENTS AND TERMINATION.  The Board may amend, alter or
discontinue the Plan at any time, but, except as otherwise provided in Section
3(d) of the Plan, no amendment, alteration or discontinuation will be made which
would impair the rights of a Participant with respect to an Award, without that
Participant's consent, or which, without the approval of such amendment within
365 days of its adoption by the Board, by a majority of the votes cast at a duly
held shareholder meeting at which a quorum representing a majority of the
Company's outstanding voting shares is present (either in person or by proxy),
would: (i) increase the total number of Shares reserved for the purposes of the
Plan (except as otherwise provided in Section 3(c)), or (ii) change the persons
or class of persons eligible to receive Awards.

          SECTION 9. GENERAL PROVISIONS.

          a. The Board may require each Participant to represent to and agree
with the Company in writing that the Participant is acquiring securities of the
Company for investment purposes and without a view to distribution thereof and
as to such other matters as the Board


                                       -9-
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believes are appropriate. The certificate evidencing any Award and any
securities issued pursuant thereto may include any legend which the Board deems
appropriate to reflect any restrictions on transfer and compliance with
securities laws.

          All certificates for Shares or other securities delivered under the
Plan will be subject to such share-transfer orders and other restrictions as the
Board may deem advisable under the rules, regulations, and other requirements of
the Securities Act of 1933, as amended, the Exchange Act, any stock exchange
upon which the Shares are then listed, and any other applicable Federal or state
securities laws, and the Board may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

          b. Nothing contained in the Plan will prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

          c. The adoption of the Plan will not confer upon any employee of the
Company or an Affiliate any right to continued employment with the Company or
such Affiliate, nor will it interfere in any way with the right of the Company
or such Affiliate to terminate the employment of any of its employees at any
time.

          d. No later than the date as of which an amount first becomes
includible in the gross income of the Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant will pay to
the Company, or make arrangements satisfactory to the Board regarding the
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the Board,
the minimum required withholding obligations may be settled with Shares,
including Shares that are part of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan will be conditioned
on such payment or arrangements and the Company will, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant.

          SECTION 10. EFFECTIVE DATE OF PLAN.  This Plan will become effective
on the date that it is adopted by the Board; provided, however, that if the Plan
is not approved by a majority of the votes cast at a duly held shareholder
meeting at which a quorum representing a majority of the Company's outstanding
voting shares is present (either in person or by proxy) within 12 months before
or after the date of the Board's adoption, any Option intended to qualify as an
Incentive Stock Option will be treated for all purposes as a Non-Qualified Stock
Option.

          SECTION 11. TERM OF PLAN.  This Plan will continue in effect until
terminated in accordance with Section 8; provided, however, that no Incentive
Stock Option will be granted hereunder on or after the 10th anniversary of (i)
the date of shareholder approval of the Plan or (ii) the date the Plan is
adopted by the Board, whichever is earlier; but provided further, that Incentive
Stock Options granted prior to such 10th anniversary may extend beyond that
date.

          SECTION 12. INVALID PROVISIONS.  In the event that any provision of
this Plan is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or


                                      -10-
<PAGE>
unenforceability will not be construed as rendering any other provisions
contained herein as invalid or unenforceable, and all such other provisions will
be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.

          SECTION 13. GOVERNING LAW.  This Plan and all Awards granted hereunder
will be governed by and construed in accordance with the laws and judicial
decisions of the State of Delaware, without regard to the application of the
principles of conflicts of laws.

          SECTION 14. BOARD ACTION.  Notwithstanding anything to the contrary
set forth in this Plan, any and all actions of the Board or Committee, as the
case may be, taken under or in connection with this Plan and any agreements,
instruments, documents, certificates or other writings entered into, executed,
granted, issued and/or delivered pursuant to the terms hereof, will be subject
to and limited by any and all votes, consents, approvals, waivers or other
actions of all or certain stockholders of the Company or other persons required
by:

          a. the Company's Articles of Incorporation (as the same may be amended
and/or restated from time to time);

          b. the Company's Bylaws (as the same may be amended and/or restated
from time to time); and

          c. any other agreement, instrument, document or writing now or
hereafter existing, between or among the Company and its stockholders or other
persons (as the same may be amended from time to time).

          SECTION 15. NOTICES.  Any notice to be given to the Company pursuant
to the provisions of the Plan shall be addressed to the Company in care of its
Secretary (or such other person as the Company may designate from time to time)
at its principal executive office, and any notice to be given to a Participant
shall be delivered personally or addressed to him or her at the address given
beneath his or her signature on his or her Award Agreement, or at such other
address as such Participant may hereafter designate in writing to the Company.
Any such notice shall be deemed duly given on the date and at the time delivered
via personal, courier or recognized overnight delivery service or, if sent via
telecopier, on the date and at the time telecopied with confirmation of delivery
or, if mailed, on the date five days after the date of the mailing (which shall
be by regular, registered or certified mail). Delivery of a notice by telecopy
(with confirmation) shall be permitted and shall be considered delivery of a
notice notwithstanding that it is not an original that is received.

               ADOPTION AND APPROVAL OF PLAN

               Date Plan adopted by Board: September 23,2002

               Date Plan approved by Stockholders: September 23, 2002

               Effective Date of Plan: September 23,2002


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