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                   2000 EQUITY INCENTIVE PLAN

                      CV THERAPEUTICS, INC.

                   2000 Equity Incentive Plan
                     Adopted March 31, 2000
              Approved By Stockholders May 16, 2000
Amended and Restated by the Board of Directors February 25, 2002




1.   Purposes.

     (a)  Eligible Stock Award Recipients.  The persons eligible to
receive Stock Awards are the Employees, Directors and Consultants
of the Company and its Affiliates.

(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 and (ii) 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 either Directors
who are not compensated by the Company

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for their services as Directors or Directors who are merely paid a
director's fee by the Company for their services as Directors.

(h)  "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.  The
Participant's Continuous Service shall not be deemed to have
terminated merely because of 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 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 or a Director 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)  "Covered Employee" means the chief executive officer and the
four (4) other highest compensated officers of the Company for
whom total compensation is required to be reported to
stockholders under the Exchange Act, as determined for purposes
of Section 162(m) of the Code.

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

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

(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)  "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.

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(p)  "Non-Employee Director" means a Director who either (i) is
not a current Employee or Officer of the Company or its parent or
a subsidiary, does not receive compensation (directly or
indirectly) from the Company or its parent or a subsidiary 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 as to which
disclosure would be required under Item 404(a) of Regulation S-K
and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K;
or (ii) is otherwise considered a "non-employee director" for
purposes of Rule 16b-3.

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

(r)  "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.

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

(t)  "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.

(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)  "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" receiving compensation for
prior services (other than benefits under a tax qualified pension
plan), was not an officer of the Company or an "affiliated
corporation" at any time and is not currently receiving direct or
indirect remuneration from the Company or an "affiliated
corporation" for services 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.

(w)  "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.

(x)  "Plan" means this CV Therapeutics, Inc. 2000 Equity
Incentive Plan.

(y)  "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.

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

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

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(bb) "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.

(cc) "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  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 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.

          (i)  General.  The Board may delegate administration of the Plan
to  a  Committee or Committees of one (1) or more members of  the
Board,  and  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.

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(ii) Committee Composition. In the discretion of the Board, a
Committee may consist solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, and/or solely of two
or more Non-Employee Directors, in accordance with Rule 16b-3.
Within the scope of such authority, the Board or the Committee
may (1) delegate to a committee of one or more members of the
Board who are not Outside Directors the authority to grant Stock
Awards to eligible persons who are either (a) not then Covered
Employees and are not expected to be Covered Employees at the
time of recognition of income resulting from such Stock Award or
(b) not persons with respect to whom the Company wishes to comply
with Section 162(m) of the Code and/or) (2) delegate to a
committee of one or more members of the Board who are not Non-
Employee Directors the authority to grant Stock Awards to
eligible persons who are not then subject to Section 16 of the
Exchange Act.

     (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  five  hundred  thousand
(1,500,000) 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, 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.  Incentive Stock
Options  may  be  granted only to Employees.  Nonstatutory  Stock
Options may be granted to Employees, Directors 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 at 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.  Subject to the provisions of
Section 10 relating to adjustments upon changes in the shares of
Common Stock, no Employee shall be eligible to be granted Options
covering more than three hundred thousand (300,000) shares of
Common Stock during any calendar year.

(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

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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, 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.   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
will  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:

(b)  Term.  Subject to the provisions of subsection 5(b)
regarding Ten Percent Stockholders, no Incentive Stock Option
shall be exercisable after the expiration of ten (10) years from
the date it was granted.

(c)  Exercise Price of an Incentive Stock Option.  Subject to the
provisions of subsection 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.

(d)  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.

(e)  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

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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.

(f)  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.

(g)  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 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.

(h)  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
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.

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

(j)  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.

(k)  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

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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.

(l)  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.

(m)  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 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.

(n)  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

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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.

     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  vest  and/or  be exercised 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
or any instrument executed or 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 which exceed such limit (according to
the order in which they were granted) shall be treated as
Nonstatutory Stock Options.

(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

<PAGE>

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 Participant 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 Participant 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 Participant 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
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

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(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
Participants 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)  Stockholder Approval.  The Board may, in its sole
discretion, 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
certain executive officers.

(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.

<PAGE>

(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; 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.  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 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.

13.   Effective Date of Plan.

     (a)  The Plan shall become effective upon its adoption by the
Board, but no Stock Award shall be exercised unless and until the
Plan  has been approved by the stockholders of the Company, which
approval  shall be within twelve (12) months before or after  the
date the Plan is adopted by the Board.

14.   Choice of Law.

     (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.