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                      CV THERAPEUTICS, INC.

                2000 Nonstatutory Incentive Plan
         Adopted by the Board of Directors July 19, 2000
 Amended and Restated by the Board of Directors February 9, 2001
  Amended and Restated by the Board of Directors July 20, 2001
 Amended and Restated by the Board of Directors December 9, 2001
Amended and Restated by the Board of Directors February 25, 2002


1.   Purposes.

     (a)  Eligible Stock Award Recipients.  Only Eligible Participants
may receive Stock Awards under this Plan.

(b)  Available Stock Awards.  The purpose of the Plan is to
provide a means by which Eligible Participants may be given an
opportunity to benefit from increases in value of the Common
Stock through the granting of Nonstatutory Stock Options.

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

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

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

(f)  "Company" means CV Therapeutics, Inc., a Delaware
corporation.

(g)  "Consultant" means any person, including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or
advisory services and who is compensated for such services or
(ii) who is a member of the Board of Directors of an Affiliate.
However, the term "Consultant" shall not include Directors.

(h)  "Continuous Service" means that the Holder's service with
the Company or an Affiliate, whether as an Employee or
Consultant, is not interrupted or terminated.  The Holder's
Continuous Service shall not be deemed to have terminated merely
because of a change in the

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capacity in which the Holder renders service to the Company or an
Affiliate as an Employee or Consultant or a change in the entity for
which the Holder renders such service, provided that there is no
interruption or termination of the Holder's service to the Company or
an Affiliate.  For example, a change in status without interruption
from an Employee of the Company to a Consultant of an Affiliate
will 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.

(i)   "Director" means a member of the Board of Directors of the
Company.

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

(k)  "Eligible Participant" means any Employee or Consultant;
provided, however, that except as provided in the following
sentence, no Employee or Consultant who is a Director or an
Officer may be granted Stock Awards under this Plan.
Notwithstanding the preceding sentence, an Officer may be an
Eligible Participant if he or she is granted a Stock Award in
connection with his or her initial commencement of employment
with the Company and such grant is an essential inducement to his
or her entering into a contract of employment with the Company.

(l)  "Employee" means any person employed by the Company or an
Affiliate.  Mere service as a Director or payment of a director's
fee by the Company or an Affiliate shall not be sufficient to
constitute "employment" by the Company or an Affiliate.

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

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

          (i)  If the Common Stock is listed on any established stock
exchange  or traded on the Nasdaq National Market or  the  Nasdaq
SmallCap Market, the Fair Market Value of a share of Common Stock
shall  be the closing sales price for such stock (or the  closing
bid,  if  no  sales were reported) as quoted on such exchange  or
market  (or  the exchange or market with the greatest  volume  of
trading in the Common Stock) on the last market trading day prior
to  the  day  of  determination, as reported in The  Wall  Street
Journal or such other source as the Board deems reliable.

(ii) In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

     (o)  "Holder" 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.

(p)  "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.  Incentive
Stock Options may not be granted under the Plan.

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

(r)  "Officer" means a person who is either (i) an officer of the
Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder or (ii) an
officer of the Company within the meaning of Section
4310(c)(25)(G)(i) of the NASD Manual and Notices to Members (the
"NASD Manual"), or any successor provision thereto.

(s)  "Option" means a Nonstatutory Stock Option granted pursuant
to the Plan.

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

(u)  "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.

(v)   "Plan" means this CV Therapeutics, Inc. 2000 Nonstatutory
Incentive Plan.

(w)  "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.

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

(y)  "Stock Award" means any Option granted under the Plan.

(z)  "Stock Award Agreement" means a written agreement between
the Company and a Holder of a Stock Award 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.

3.   Administration.

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


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

          (i)  To determine from time to time which of the persons eligible
under  the Plan shall be granted Stock Awards; when and how  each
Stock  Award shall be granted; what type or combination of  types
of  Stock  Award shall be granted; the provisions of  each  Stock
Award  granted (which need not be identical), including the  time
or times when a person shall be permitted to receive Common Stock
pursuant  to  a Stock Award; and the number of shares  of  Common
Stock  with  respect to which a Stock Award shall be  granted  to
each such person.

(ii) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and
regulations for its administration.  The Board, in the exercise
of this power, may correct any defect, omission or inconsistency
in the Plan or in any

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Stock Award Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.

(iii)     To amend the Plan or a Stock Award as provided in
Section 11.

(iv) To terminate or suspend the Plan as provided in Section 12.

(v)  Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best
interests of the Company which are not in conflict with the
provisions of the Plan.

     (c)   Delegation  to  Committee.   The  Board  may  delegate
administration  of the Plan to a Committee or Committees  of  one
(1)  or  more  members of the Board.  The term "Committee"  shall
apply  to  any person or persons to whom such authority has  been
delegated.   If  administration is delegated to a Committee,  the
Committee  shall  have, in connection with the administration  of
the   Plan,  the  powers  theretofore  possessed  by  the  Board,
including  the  power to delegate to a subcommittee  any  of  the
administrative  powers  the Committee is authorized  to  exercise
(and references in this Plan to the Board shall thereafter be  to
the   Committee  or  subcommittee),  subject,  however,  to  such
resolutions, not inconsistent with the provisions of the Plan, as
may  be  adopted from time to time by the Board.  The  Board  may
abolish  the  Committee at any time and revest in the  Board  the
administration of the Plan.

(d)  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 10
relating to adjustments upon changes in Common Stock, the  Common
Stock  that  may  be issued pursuant to Stock  Awards  shall  not
exceed in the aggregate One Million Three Hundred and Thirty Five
Thousand  Three  Hundred and Twenty Five  (1,335,325)  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, the
shares of Common Stock not acquired under such Stock Award 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.  Stock Awards may be
granted only to Eligible Participants.

(b)  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

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Consultant because of the nature of the services that the Consultant
is providing to the Company, or because the Consultant is not a natural
person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a
Form S-3 Registration Statement) or (B) does not require
registration under the Securities Act in order to comply with the
requirements of the Securities Act, if applicable, and (ii) that
such grant complies with the securities laws of all other
relevant jurisdictions.

6.   Option Provisions.

     (a)  Each Option shall be in such form and shall contain such
terms  and  conditions as the Board shall deem appropriate.   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:

(b)  Option Exercise Price.  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.

(c)  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 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, (2) according to a deferred
payment or other similar arrangement with the Optionholder or (3)
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.

(d)  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 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.

(e)  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

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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)  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 subsection 6(d) are subject to
any Option provisions governing the minimum number of shares of
Common Stock as to which an Option may be exercised.

(g)  Termination of Continuous Service.  In the event 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 date three (3) months following the
termination of the Optionholder's Continuous Service (or such
longer or shorter period specified in the Option Agreement), or
(ii) the expiration of the term of the Option as set forth in the
Option Agreement.  If, after termination, the Optionholder does
not exercise his or her Option within the time specified in the
Option Agreement, the Option shall terminate.

(h)  Extension of Termination Date.  An Optionholder's Option
Agreement may also 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 Securities Act, then the Option shall
terminate on the earlier of (i) the expiration of the term of the
Option set forth in subsection 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.

(i)  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), but only
within such period of time ending on the earlier of (i) the date
twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement) or (ii) the
expiration of the term of the Option as set forth in the Option
Agreement.  If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the
Option shall terminate.

(j)  Death of Optionholder.  In the event (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 for a reason other than death,
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 subsection 6(e) or 6(f), but only within the period
ending on the earlier of (1) the date

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eighteen (18) months following the date of death (or such longer or
shorter period specified in the Option Agreement) or (2) the expiration
of the term of such Option as set forth in the Option Agreement.  If,
after death, the Option is not exercised within the time
specified herein, the Option shall terminate.

(k)  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
will not 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.   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.

8.   Use of Proceeds from Stock.

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

9.   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 Holder 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 Holder has satisfied all requirements for exercise
of the Stock Award pursuant to its terms.

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(c)  No Employment or Other Service Rights.  Nothing in the Plan
or any instrument executed or Stock Award granted pursuant
thereto shall confer upon any Holder 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 or (ii)
the service of a Consultant pursuant to the terms of such
Consultant's agreement with the Company or an Affiliate.

(d)  Investment Assurances.  The Company may require a Holder, 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 Holder's knowledge and experience in financial
and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she
is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock
Award; and (ii) to give written assurances satisfactory to the
Company stating that the Holder is acquiring Common Stock subject
to the Stock Award for the Holder'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.

(e)  Withholding Obligations.  To the extent provided by the
terms of a Stock Award Agreement, the Holder may satisfy any
federal, state or local tax withholding obligation relating to
the exercise or acquisition of Common Stock under a Stock Award
by any of the following means (in addition to the Company's right
to withhold from any compensation paid to the Holder by the
Company) or by a combination of such means:  (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares of
Common Stock from the shares of Common Stock otherwise issuable
to the Holder as a result of the exercise or acquisition of
Common Stock under the Stock Award, provided, however, that no
shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law; or (iii)
delivering to the Company owned and unencumbered shares of Common
Stock.

10.   Adjustments upon Changes in Stock.

     (a)  Capitalization Adjustments.  If any change is made in 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),  the  Plan  will  be  appropriately  adjusted  in   the
class(es)  and maximum number of securities subject to  the  Plan
pursuant  to subsection 4(a) and the maximum number of securities
subject  to award to any person pursuant to subsection 5(c),  and

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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.  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 such event.

(c)  Change of Control.  (i) Subject to clause (ii) below, in the
event of a Change of Control, to the extent permitted by law, any
surviving corporation or acquiring corporation may assume any
Stock Awards outstanding under the Plan or substitute similar
stock awards (including awards to acquire the same consideration
paid to the stockholders in the Change of Control) for those
outstanding under the Plan.  In the event any surviving
corporation or acquiring corporation does not assume such Stock
Awards or substitute similar stock awards for those outstanding
under the Plan, then with respect to Stock Awards held by Holders
whose Continuous Service has not terminated, the time during
which such Stock Awards may be exercised shall be accelerated in
full, and the Stock Awards shall terminate if not exercised at or
prior to such event.  With respect to any other Stock Awards
outstanding under the Plan, such Stock Awards shall terminate if
not exercised prior to such event.

(d)  (ii) In the event of a Change of Control not approved by the
Board, each outstanding Stock Award under the Plan shall become
fully vested, and the Company's right of repurchase shall lapse
with respect to shares received upon exercise of a Stock Award
prior to full vesting, notwithstanding the terms of the Stock
Award or any early exercise stock purchase agreement, immediately
prior to the consummation of such Change of Control.

(e)  For purposes of this Plan, "Change of Control" means:  (i) a
sale of substantially all of the assets of the Company; (ii) a
merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation in which
shareholders immediately before the merger or consolidation have,
immediately after the merger or consolidation, equal or greater
stock voting power); (iii) a reverse merger in which the Company
is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of
securities, cash or otherwise (other than a reverse merger in
which stockholders immediately before the merger have,
immediately after the merger, greater stock voting power); or
(iv) any transaction or series of related transactions in which
in excess of 50% of the Company's voting power is transferred.

11.   Amendment of the Plan and Stock Awards.

     (a)  Amendment of Plan.  The Board at any time, and from time to
time,  may  amend  the  Plan.  However,  except  as  provided  in
Section 10 relating to adjustments upon changes in Common  Stock,
no   amendment  shall  be  effective  unless  approved   by   the
stockholders of the Company to the extent stockholder approval is
necessary to satisfy the requirements of Section 422 of the Code,
Rule   16b-3  or  any  Nasdaq  or  securities  exchange   listing
requirements.

(b)  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

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Employees with the maximum benefits provided or to be provided under
the provisions of the Code.

(c)  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 Holder and (ii) the Holder consents in writing.

(d)  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; 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 Holder and (ii) the Holder
consents in writing.  Notwithstanding the foregoing, the Board
shall not, without the approval of the stockholders of the
Company, authorize the amendment of any outstanding Option to
reduce its exercise price.  Furthermore, no Option shall be
canceled and replaced with grants having a lower exercise price
without the further approval of stockholders of the Company.

12.   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.  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 Holder.

13.   Effective Date of Plan.

     (a)  The Plan shall become effective upon its adoption by the
Board.

14.   Choice of Law/Interpretation.

     (a)  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.
Notwithstanding  the  foregoing, it is  expressly  intended  that
approval  of  the  Company's stockholders not be  required  as  a
condition  of  the  effectiveness of the  Plan,  and  the  Plan's
provisions shall be interpreted in a manner consistent with  such
intent  for  all  purposes  (including  without  limitation,  for
purposes of determining whether stockholder approval of the  Plan
is  necessary  pursuant  to  the NASD  Manual  or  any  successor
provisions thereto).