Exhibit 10.1

TAPESTRY PHARMACEUTICALS, INC.    2004 EQUITY INCENTIVE PLAN

ADOPTED: APRIL 19, 2004
APPROVED BY STOCKHOLDERS: JULY 6, 2004
TERMINATION DATE: APRIL 19, 2014

1.PURPOSES.

(a)   Eligible Stock Award Recipients.The persons eligible to receive Stock Awards are Employees and Consultants.

(b)   Available Stock Awards.The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an
opportunity to
benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock
Purchase Awards, (iii) Stock Bonus Awards, (iv) Stock Appreciation Rights, (v) Stock Unit Awards and (vi) Other Stock Awards.

(c)   General Purpose.The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards,
 to
secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

2.DEFINITIONS.

(a)"Affiliate"means any parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively, of the Code.

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

(c)"Capitalization Adjustment"has the meaning ascribed to that term in Section 11(a).

(d)"Change in Control"means the occurrence, in a single transaction or in a series of related transactions,
 of any one or
more of the following events:



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The
term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Notwithstanding
the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or
any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement (it being understood, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).

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

(f)"Committee"means a committee of one (1) or more members of the Board appointed by the Board
in accordance with
Section 3(c).

(g)"Common Stock"means the common stock of the Company.

(h)"Company"means Tapestry Pharmaceuticals, Inc., a Delaware corporation.

(i)"Consultant"means any person other than a Director or Employee (i) who acts as a consultant
or advisor to the
Company or an Affiliate and who is compensated for such services or (ii) who serves as a member of the Board of Directors of an Affiliate and who is compensated for such services.

(j)"Continuous Service"means that the Participant's service with the Company or an Affiliate,
whether as an Employee,
Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's service with the Company or an Affiliate, shall not
terminate a Participant's Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate or to a Director shall not constitute an interruption of
Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of
any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service
for purposes of vesting in a Stock Award only to such extent as may be provided in the Company's leave of absence policy or in the written terms of the Participant's leave of absence.

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(k)"Corporate Transaction"means the occurrence, in a single transaction or in a series of related
transactions, of any one
or more of the following events:



(l)"Covered Employee"means a covered employee as defined in Section 162(m) of the Code.

(m)"Director"means a member of the Board.

(n)"Disability"means the permanent and total disability of a person within the meaning of Section 22
(e)(3) of the
Code.

(o)"Employee"means any person employed by the Company or an Affiliate. However, service as a Director, or
payment of a fee
for such service, shall not cause a Director to be considered an Employee for purposes of the Plan.

(p)"Entity"means a corporation, partnership or other entity.

(q)"Exchange Act"means the Securities Exchange Act of 1934, as amended.

(r)"Exchange Act Person"means any natural person, Entity or "group" (within the meaning of
Section 13(d) or 14(d) of
the Exchange Act), except that "Exchange Act Person" shall not include (A) the Company or any Subsidiary of the Company, (B) any employee benefit plan of the Company or any Subsidiary of
the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
Ownership of stock of the Company.

(s)"Fair Market Value"means, as of any date, the value of the Common Stock determined as
follows:



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(t)"Incentive Stock Option"means an Option intended to qualify as an incentive stock option within
the meaning of
Section 422 of the Code and the regulations promulgated thereunder.

(u)"Non-Employee Director"means a Director who either (i) is not currently an employee or officer of
the
Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate, for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not
engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.

(v)"Nonstatutory Stock Option"means an Option not intended to qualify as an Incentive Stock Option.

(w)"Officer"means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and
the rules and regulations promulgated thereunder.

(x)"Option"means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(y)"Option Agreement"means a written agreement between the Company and an Optionholder evidencing the
terms and conditions
of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(z)"Optionholder"means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
other person who
holds an outstanding Option.

(aa)"Other Stock Award"means an award based in whole or in part by reference to the Common Stock which is granted
pursuant
to the terms and conditions of Section 7(e).

(bb)"Other Stock Award Agreement"means a written agreement between the Company and a holder of an Other Stock Award
evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(cc)"Outside Director"means a Director who either (i) is not a current employee of the Company or an "affiliated
corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" who receives
compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an "affiliated corporation",
and does not receive remuneration from the Company or an "affiliated corporation," either directly or indirectly, in any capacity other than as a Director or (ii) is otherwise considered an
"outside director" for purposes of Section 162(m) of the Code.

(dd)"Own," "Owned," "Owner," "Ownership"A person or Entity shall be deemed to "Own," to have "Owned," to be the
"Owner" of,
or to have acquired "Ownership" of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power,
which includes the power to vote or to direct the voting, with respect to such securities.

(ee)"Participant"means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other
person
who holds an outstanding Stock Award.

(ff)"Plan"means this Tapestry Pharma, Inc. 2004 Equity Incentive Plan.

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(gg)"Rule 16b-3"means Rule 16b-3 promulgated under the Exchange Act or any successor
to Rule 16b-3, as in effect from time to time.

(hh)"Securities Act"means the Securities Act of 1933, as amended.

(ii)"Stock Appreciation Right"means a right to receive the appreciation on Common Stock that is granted
pursuant to the
terms and conditions of Section 7(c).

(jj)"Stock Appreciation Right Agreement"means a written agreement between the Company and a holder of a Stock
Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.

(kk)"Stock Award"means any right granted under the Plan, including an Option, a Stock Purchase Award, a Stock Bonus
Award,
a Stock Appreciation Right, a Stock Unit Award or any Other Stock Award.

(ll)"Stock Award Agreement"means a written agreement between the Company and a Participant evidencing the
terms and
conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(mm)Stock Bonus Award"means an award of shares of Common Stock which is granted pursuant to the terms and conditions
of
Section 7(b).

(nn)"Stock Bonus Award Agreement"means a written agreement between the Company and a holder of a Stock Bonus Award
evidencing the terms and conditions of a Stock Bonus Award grant. Each Stock Bonus Award Agreement shall be subject to the terms and conditions of the Plan.

(oo)"Stock Purchase Award"means an award of shares of Common Stock which is granted pursuant to the terms and
conditions of
Section 7(a).

(pp)"Stock Purchase Award Agreement"means a written agreement between the Company and a holder of a Stock Purchase
Award
evidencing the terms and conditions of a Stock Purchase Award grant. Each Stock Purchase Award Agreement shall be subject to the terms and conditions of the Plan.

(qq)"Stock Unit Award"means a right to receive shares of Common Stock which is granted pursuant to the terms and
conditions
of Section 7(c).

(rr)"Stock Unit Award Agreement"means a written agreement between the Company and a holder of a Stock Unit
Award evidencing
the terms and conditions of a Stock Unit Award grant. Each Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.

(ss)"Subsidiary"means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of
the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes
of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership
in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(tt)"Ten Percent Stockholder"means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the
Code)
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3.ADMINISTRATION.

(a)   Administration by Board.The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a
Committee, as
provided in Section 3(c).

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(b)   Powers of Board.The Board shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:



(c)   Delegation to Committee.



(d)   Delegation to an Officer.The Board may delegate to one or more Officers of the Company the authority to do one or both of the following
(i) designate Employees of the Company or any of its Subsidiaries who are not Officers to be recipients of Stock Awards and (ii) determine the number of shares of Common Stock to be
subject to such Stock Awards granted to such Employees of the Company;provided, however,that the Board resolutions regarding such delegation shall
specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer

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and
that such Officer may not grant a Stock Award to himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value of the
Common Stock.

(e)   Effect of Board's Decision.All determinations, interpretations and constructions made by the Board in good faith shall not be subject to
review
by any person and shall be final, binding and conclusive on all persons.

4.SHARES SUBJECT TO THE PLAN.

(a)   Share Reserve.Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be
issued
pursuant to Stock Awards shall not exceed in the aggregate two million (2,000,000) shares of Common Stock;provided, however,that subject to the
provisions of Section 11(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued as Stock Purchase Awards, Stock Bonus Awards, Stock
Unit Awards or Other Stock Awards shall be five hundred thousand (500,000) shares of Common Stock.

(b)   Reversion of Shares to the Share Reserve.If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part,
without
having been exercised in full, or if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased by the Company, including, but not limited to,
any repurchase or forfeiture caused by the failure to meet a contingency or condition required for the vesting of such shares, then the shares of Common Stock not acquired under such Stock Award shall
revert to and again become available for issuance under the Plan;provided, however,that subject to the provisions of Section 11(a) relating to
Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued as Incentive Stock Options shall be two million (2,000,000) shares of Common Stock. If any shares
subject to a Stock Award are not delivered to a Participant because such shares are withheld for the payment of taxes or the Stock Award is exercised through a reduction of shares subject to the Stock
Award (i.e.,"net exercised"), then the number of shares that are not delivered shall revert to and again become available for issuance under the Plan.
If the exercise price of any Stock Award is satisfied by tendering shares of Common Stock held the Participant (either by actual deliver or attestation), then the number of such tendered shares shall
revert to and again become available for issuance under the Plan.

(c)   Source of Shares.The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.

5.ELIGIBILITY.

(a)   Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock
Options
may be granted to Employees and Consultants.

(b)   Ten Percent Stockholders.A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such
Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of
grant.

(c)   Section 162(m) Limitation on Annual Grants.Subject to the provisions of Section 11(a) relating to Capitalization Adjustments,
no
Employee shall be eligible to be granted Options or Stock Appreciation Rights covering more than four hundred thousand (400,000) shares of Common Stock during any calendar year.

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(d)   Consultants.A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8
Registration Statement under the Securities Act ("Form S-8") is not available to register either the offer or the sale of the Company's securities to such Consultant because of the
nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other rule governing the use of Form S-8.

6.OPTION PROVISIONS.

Each
Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type
of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of
each of the following provisions:

(a)   Term.The Board shall determine the term of any Option granted under the Plan;provided that,
subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date on which
it was granted.

(b)   Exercise Price of an Incentive Stock Option.Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the
exercise
price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c)   Exercise Price of a Nonstatutory Stock Option.The exercise price of each Nonstatutory Stock Option shall be not less than
one-hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option
may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying
the provisions of Section 424(a) of the Code.

(d)   Consideration.The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable
statutes
and regulations, either (i) in cash or check at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the
case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common Stock at the time the Option is exercised, (2) according to a deferred payment or other similar
arrangement with the Optionholder or (3) by a "net exercise" of the Option (as further described below) (4) pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds or (5) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option,
the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by
shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial
accounting purposes). At any time that the Company is incorporated in Delaware, payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be made by
deferred payment.

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In
the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid (1) the
treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the treatment of the
Option as a variable award for financial accounting purposes.

In
the case of a "net exercise" of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of
Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value that does not exceed the aggregate exercise price. With respect to any remaining balance of the
aggregate exercise price, the Company shall accept a cash payment from the Participant. Shares of Common Stock will no longer be outstanding under an Option (and therefore not thereafter be
exercisable) following the exercise of such Option to the extend of (i) shares used to pay the exercise price of an Option under a "net exercise" (ii) shares actually delivered to the
Participant as a result of such exercise, and (iii) shares withheld for purposes of tax withholding.

(e)   Transferability of an Incentive Stock Option.An Incentive Stock Option shall not be transferable except by will or by the laws of
descent and
distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the
Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the
Option.

(f)    Transferability of a Nonstatutory Stock Option.A Nonstatutory Stock Option shall be transferable to the extent provided in the
Option Agreement.
If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form provided by
or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(g)   Vesting Generally.The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become
exercisable in
periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 6(g) are subject to any Option provisions governing the
minimum number of shares of Common Stock as to which an Option may be exercised.

(h)   Termination of Continuous Service.In the event that an Optionholder's Continuous Service terminates (other than upon the Optionholder's
death or
Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of
time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date one hundred eighty (180) days (ninety
(90) days in the case of Incentive Stock Options) following the termination of the Optionholder's Continuous Service (or such longer or shorter period specified in the Option Agreement). If,
after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement (as applicable), the Option shall terminate.

(i)    Extension of Termination Date.An Optionholder's Option Agreement may (but need not) provide that if the exercise of the Option
following the
termination of the Optionholder's Continuous Service (other than upon the Optionholder's death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the

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Securities
Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 6(a) or (ii) the expiration of a period of
three (3) months after the termination of the Optionholder's Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

(j)    Disability of Optionholder.In the event that an Optionholder's Continuous Service terminates as a result of the Optionholder's
Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period
of time ending on the earlier of (i) the expiration of the term of the Option as set forth in the Option Agreement or (ii) the date twelve (12) months following such termination
(or such longer or shorter period specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein
or in the Option Agreement (as applicable), the Option shall terminate.

(k)   Death of Optionholder.In the event that (i) an Optionholder's Continuous Service terminates as a result of the Optionholder's death
or
(ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder's Continuous Service, then the Option may be exercised (to the
extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the option upon the Optionholder's death pursuant to Section 6(e) or 6(f), but only within the period ending on the earlier of (i) the expiration of
the term of such Option as set forth in the Option Agreement of (ii) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option
Agreement or (2). If, after the Optionholder's death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

(l)    Early Exercise.The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the
Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common
Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. The Company shall not be required to exercise its
repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following
exercise of the Option unless the Board otherwise specifically provides in the Option.

7.PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

(a)   Stock Purchase Awards.Each Stock Purchase Award Agreement shall be in such form and shall contain such terms and conditions as the Board
shall
deem appropriate. At the Board's election, shares of Common Stock may be (i) held in book entry form subject to the Company's instructions until any restrictions relating to the Stock Purchase
Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Stock Purchase Award Agreements
may change from time to time, and the terms and conditions of separate Stock Purchase Award Agreements need not be identical,provided, however,that
each Stock Purchase Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following
provisions:



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(b)   Stock Bonus Awards.Each Stock Bonus Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall
deem
appropriate. At the Board's election, shares of Common Stock may be (i) held in book entry form subject to the Company's instructions until any restrictions relating to the Stock Bonus Award
lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Stock Bonus Award Agreements may
change from time to time, and the terms and conditions of separate Stock Bonus Award Agreements need not be identical, but each Stock Bonus Award Agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:



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(c)   Stock Unit Awards.Each Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall
deem
appropriate. The terms and conditions of Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Stock Unit Award Agreements need not be identical, provided, however,that each Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement or
otherwise) the substance of each of the following provisions:



(d)   Stock Appreciation Rights.Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms and conditions as
the Board
shall deem appropriate. The terms and conditions of Stock Appreciation Right Agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need
not be identical,provided, however, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by
reference in the agreement or otherwise) the substance of each of the following provisions:



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(e)   Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock may be
granted
either alone or in addition to Stock Awards provided for under Section 6 and the preceding provisions of this Section 7. Subject to the provisions of the Plan, the Board shall have sole
and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to
be granted pursuant to such Awards and all other terms and conditions of such Awards.

8.COVENANTS OF THE COMPANY.

(a)   Availability of Shares.During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of
Common Stock
required to satisfy such Stock Awards.

(b)   Securities Law Compliance.The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such
authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;provided, however,that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common
Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

9.USE OF PROCEEDS FROM STOCK.

Proceeds
from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

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10.MISCELLANEOUS.

(a)   Acceleration of Exercisability and Vesting.The Board shall have the power to accelerate the time at which a Stock Award may first be
exercised
or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised
or the time during which it will vest.

(b)   Stockholder Rights.No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any
shares of
Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c)   No Employment or other Service Rights.Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or any
Stock
Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall
affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant
to the terms of such Consultant's agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(d)   Incentive Stock Option $100,000 Limitation.To the extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock
with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred
thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement.

(e)   Investment Assurances.The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock
Award,
(i) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock
subject to the Stock Award for the Participant's own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been
registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(f)    Withholding Obligations.To the extent provided by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any
federal, state or local tax withholding obligation relating to a Stock Award by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Participant
by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock

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from
the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; or (iii) via such other method as may be set forth in the Stock Award
Agreement.

11.ADJUSTMENTS UPON CHANGES IN STOCK.

(a)   Capitalization Adjustments. If any change is made in, or other event occurs with respect to, the Common Stock subject to the Plan or
subject to
any Stock Award without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company (each a
"Capitalization Adjustment"), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Sections 4(a) and 4(b) and the maximum number of
securities subject to award to any person pursuant to Section 5(c), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share
of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (Notwithstanding the foregoing, the
conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.)

(b)   Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall
terminate
immediately prior to the completion of such dissolution or liquidation.

(c)   Corporate Transaction. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation may (but need not)
assume or
continue any or all Stock Awards outstanding under the Plan or may (but need not) substitute similar stock awards for Stock Awards outstanding under the Plan (including awards to acquire the same
consideration paid to the stockholders of the Company, as the case may be, pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common
Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor's parent company), if any, in connection with such Corporate Transaction. In the
event that any surviving corporation or acquiring corporation does not assume or continue all such outstanding Stock Awards or substitute similar stock awards for all such outstanding Stock Awards,
then with respect to Stock Awards that have been not assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the
Corporate Transaction, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate
Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that
is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any
reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall (contingent upon the effectiveness of the Corporate Transaction) lapse. With respect to any other Stock
Awards outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall
not be accelerated, unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of such Stock Award, and such Stock Awards shall terminate if not exercised (if
applicable) prior to the effective time of the Corporate Transaction.

(d)   Change in Control.A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change of
Control as may
be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such
provision, no such acceleration shall occur.

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12.AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a)   Amendment of Plan.Subject to the limitations, if any of applicable law, the Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder
approval is necessary to satisfy applicable law or any securities exchange listing requirements.

(b)   Stockholder Approval.The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval, including,
but not
limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation
from the limit on corporate deductibility of compensation paid to Covered Employees.

(c)   Contemplated Amendments.It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or
advisable to
provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or
to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d)   No Impairment of Rights.Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the
Plan
unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(e)   Amendment of Stock Awards.The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards, including,
but not
limited to, amendments to provide terms more favorable than previously provided in the agreement evidencing the Stock Award, subject to any specified limits in the Plan that are not subject to Board
discretion;provided, however,that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests
the consent of the Participant and (ii) the Participant consents in writing; andprovided further, however,that no previously granted Stock
Award may be repriced, replaced or regranted through cancellation, or by lowering the exercise price of a previously granted Stock Award without the prior approval of the Company's stockholders.

13.TERMINATION OR SUSPENSION OF THE PLAN.

(a)   Plan Term.The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before
the
tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.

(b)   No Impairment of Rights.Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted
while the
Plan is in effect except with the written consent of the Participant.

14.EFFECTIVE DATE OF PLAN.

The
Plan shall become effective upon receipt of approval of the Company's stockholders.

15.CHOICE OF LAW.

The
law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws rules.

The
Company has executed this Plan effective July 6, 2004.

| |  | Tapestry Pharmaceuticals, Inc.
| |  | ------------------------------
| |  |                               
| |  | BY:                           

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