EXHIBIT 4.3
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              CAS MEDICAL SYSTEMS, INC. 2003 EQUITY INCENTIVE PLAN
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            SECTION 1.  PURPOSE.

            The purposes of this CAS Medical Systems, Inc. 2003 Equity Incentive
Plan (the "PLAN") are (1) to make available to key employees and directors
certain compensatory arrangements related to the growth in value of the common
stock of the Company so as to generate an increased incentive to contribute to
the Company's future financial success and prosperity, (2) to enhance the
ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals whose efforts can affect the financial growth and
profitability of the Company, and (3) to align generally the interests of key
employees and directors of the Company and its Affiliates with the interests of
the Company's stockholders.

            SECTION 2.  DEFINITIONS.

            As used in the Plan, the following terms shall have the meanings set
forth below:

            (a) "AFFILIATE" shall mean (i) any entity that, directly or through
one or more intermediaries, is controlled by the Company or (ii) any entity in
which the Company has a significant equity interest, as determined by the
Committee.

            (b) "AWARD" shall mean any Option, Restricted Stock Award,
Restricted Stock Unit, Dividend Equivalent, Other Stock-Based Award, Performance
Award or Substitute Award, granted under the Plan.

            (c) "AWARD AGREEMENT" shall mean any written agreement, contract, or
other instrument or document evidencing any Award granted under the Plan.

            (d) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company as it may be composed from time to time.

            (e) "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor code thereto.

            (f) "COMMITTEE" shall mean the Board of Directors, excluding any
director who is not a "Non-Employee Director" within the meaning of Rule 16b-3,
or any such other committee designated by the Board of Directors to administer
the Plan, which committee shall be composed of not less than the minimum number
of members of the Board of Directors from time to time required by Rule 16b-3 or
any applicable law, each of whom is a Non-Employee Director within the meaning
of Rule 16b-3.

            (g) "COMPANY" shall mean CAS Medical Systems, Inc., or any successor
thereto.

            (h) "COMPANY SERVICE" shall mean any service with the Company or any
Affiliate in which the Company have at least a 51% ownership interest.

            (i) "COVERED AWARD" means an Award, other than an Option or other
Award with an exercise price per Share not less than the Fair Market Value of a
Share on the date of grant of such Award, to a Covered Employee, if it is
designated as such by the Committee at the time it is granted. Covered Awards
are subject to the provisions of Section 13 of this Plan.
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            (j) "COVERED EMPLOYEES" means Participants who are designated by the
Committee prior to the grant of an Award who are, or are expected to be at the
time taxable income will be realized with respect to the Award, "COVERED
EMPLOYEES" within the meaning of Section 162(m).

            (k) "DIVIDEND EQUIVALENT" shall mean any right granted under Section
6(c) of the Plan.

            (l) "EFFECTIVE DATE" shall mean the date that the Plan was approved
by the Board of Directors of the Company.

            (m) "EMPLOYEE" shall mean any employee or employee director of the
Company or of any Affiliate.

            (n) "FAIR MARKET VALUE" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods, or procedures as shall be
established from time to time by the Committee.

            (o) "INCENTIVE STOCK OPTION" or "ISO" shall mean an option granted
under Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.

            (p) "NON-QUALIFIED STOCK OPTION" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

            (q) "OPTION" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

            (r) "OTHER STOCK-BASED AWARD" shall mean any Award granted under
Section 6(d) of the Plan.

            (s) "PARTICIPANT" shall mean an Employee or member of the Board of
Directors who is granted an Award under the Plan.

            (t) "PERFORMANCE AWARD" shall mean any Award granted hereunder that
complies with Section 6(e)(ii) of the Plan.

            (u) "PERFORMANCE GOALS" means one or more objective performance
goals, established by the Committee at the time an Award is granted, and based
upon the attainment of targets for one or any combination of the following
criteria, which may be determined solely by reference to the Company's
performance or the performance of a subsidiary or an Affiliate (or any business
unit thereof) or based on comparative performance relative to other companies:
(i) net income; (ii) earnings before income taxes; (iii) earnings per share;
(iv) return on stockholders' equity; (v) expense management; (vi) profitability
of an identifiable business unit or product; (vii) revenue growth; (viii)
earnings growth; (ix) total stockholder return; (x) cash flow; (xi) return on
assets; (xii) pre-tax operating income; (xiii) net economic profit (operating
earnings minus a charge for capital); (xiv) customer satisfaction; (xv) provider
satisfaction; (xvi) employee satisfaction; (xvii) strategic innovation; or
(xviii) any combination of the foregoing. Performance Goals shall be set by the
Committee within the time period prescribed by Section 162(m).

            (v) "PERSON" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

            (w) "RELEASED SECURITIES" shall mean securities that were Restricted
Securities with respect to which all applicable restrictions have expired,
lapsed, or been waived.

            (x) "RESTRICTED SECURITIES" shall mean Awards of Restricted Stock or
other Awards under which issued and outstanding Shares are held subject to
certain restrictions.

            (y) "RESTRICTED STOCK" shall mean any Share granted under Section
6(b) of the Plan.

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            (z) "RESTRICTED STOCK UNIT" shall mean any right granted under
Section 6(b) of the Plan that is denominated in Shares.

            (aa) "RULE 16B-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 as
amended, or any successor rule and the regulation thereto.

            (bb) "SECTION 162(M)" means Section 162(m) of the Code or any
successor thereto, and the Treasury Regulations thereunder.

            (cc) "SHARE" or "SHARES" shall mean share(s) of the common stock of
the Company, and such other securities or property as may become the subject of
Awards pursuant to the adjustment provisions of Section 4(c).

            (dd) "SUBSTITUTE AWARD" shall mean an Award granted in assumption
of, or in substitution for, an outstanding award previously granted by a company
acquired by the Company or with which the Company combines.

            SECTION 3.  ADMINISTRATION.

            (a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, the Committee shall have full power and
authority to designate Participants and:

            (i)     determine the type or types of Awards to be granted to each
                    Participant under the Plan;

            (ii)    determine the number of Shares to be covered by (or with
                    respect to which payments, rights, or other matters are to
                    be calculated in connection with) Awards;

            (iii)   determine the terms and conditions of any Award;

            (iv)    determine whether, to what extent, and under what
                    circumstances Awards may be settled or exercised in cash,
                    Shares, other securities, other Awards, or other property,
                    or to what extent, and under what circumstances Awards may
                    be canceled, forfeited, or suspended, and the method or
                    methods by which Awards may be settled, exercised, canceled,
                    forfeited, or suspended;

            (v)     determine whether, to what extent, and under what
                    circumstances cash, Shares, other securities, other Awards,
                    other property, and other amounts payable with respect to an
                    Award under the Plan shall be deferred either automatically
                    or at the election of the holder thereof or of the
                    Committee;

            (vi)    interpret and administer the Plan and any instrument or
                    agreement relating to the Plan, or any Award made under the
                    Plan, including any Award Agreement;

            (vii)   establish, amend, suspend, or reconcile such rules and
                    regulations and appoint such agents as it shall deem
                    appropriate for the proper administration of the Plan; and

            (viii)  make any other determination and take any other action that
                    the Committee deems necessary or desirable for the
                    administration of the Plan.

            (b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan, any Award, or any Award Agreement, shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, and any employee of the
Company or of any Affiliate.

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            (c) The Committee may delegate to one or more executive officers of
the Company or to a committee of executive officers of the Company the authority
to grant Awards to Employees who are not officers or directors of the Company
and to amend, modify, cancel or suspend Awards to such employees, subject to
Sections 7 and 9.

            SECTION 4.  SHARES AVAILABLE FOR AWARDS.

            (a) Maximum Shares Available. The maximum number of Shares that may
be issued to Participants pursuant to Awards under the Plan shall be 1,000,000
Shares (the "PLAN MAXIMUM"), subject to adjustment as provided in Section 4(c)
below. Only 250,000 Shares may be issued pursuant to Awards of Restricted Stock
and Restricted Stock Units under Section 6(b) of the Plan. Pursuant to any
Awards, the Company may in its discretion issue treasury Shares or authorized
but previously unissued Shares pursuant to Awards hereunder. For the purpose of
accounting for Shares available for Awards under the Plan, the following shall
apply:

            (i)     Only Shares relating to Awards actually issued or granted
                    hereunder shall be counted against the Plan Maximum. Shares
                    corresponding to Awards that by their terms expired, or that
                    are forfeited, canceled or surrendered to the Company
                    without full consideration paid therefor shall not be
                    counted against the Plan Maximum.

            (ii)    Shares that are forfeited by a Participant after issuance,
                    or that are reacquired by the Company after issuance without
                    full consideration paid therefor, shall be deemed to have
                    never been issued under the Plan and accordingly shall not
                    be counted against the Plan Maximum.

            (iii)   Awards not denominated in Shares shall be counted against
                    the Plan Maximum in such amount and at such time as the
                    Committee shall determine under procedures adopted by the
                    Committee consistent with the purposes of the Plan.

            (iv)    Substitute Awards shall not be counted against the Plan
                    Maximum, and clauses (i) and (ii) of this Section shall not
                    apply to such Awards.

            (v)     The maximum number of Shares that may be the subject of
                    Awards made to a single Participant in any two year period
                    shall be 750,000.

            (vi)    With respect to any performance period no Participant may be
                    granted Awards of incentive stock or incentive units that
                    vest upon the achievement of performance objectives in
                    respect of more than 750,000 Shares of common stock or, if
                    such Awards are settled in cash, the fair market value
                    thereof determined at the time of payment, each subject to
                    adjustment as provided in Section 4(c) below.

            (b) Shares Available for ISOs. The maximum number of Shares for
which ISOs may be granted under the Plan shall not exceed the Plan Maximum as
defined in Section 4(a) above, subject to adjustment as provided in Section 4(c)
below.

            (c) Adjustments to Avoid Dilution. Notwithstanding paragraphs (a)
and (b) above, in the event of a stock or extraordinary cash dividend, split-up
or combination of Shares, merger, consolidation, reorganization,
recapitalization, or other change in the corporate structure or capitalization
affecting the outstanding common stock of the Company, such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or any Award, then the Committee may make appropriate adjustments
to (i) the number or kind of Shares available for the future granting of Awards
hereunder, (ii) the number and type of Shares subject to outstanding Awards, and
(iii) the grant, purchase, or exercise price with respect to any Award; or if it
deems such action appropriate, the Committee may make provision for a cash
payment to the holder of an outstanding Award; PROVIDED, HOWEVER, that with
respect to any ISO no such adjustment shall be authorized to the extent that
such would cause the ISO to violate Code

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Section 422 or any successor provision thereto. The determination of the
Committee as to the adjustments or payments, if any, to be made shall be
conclusive.

            (d) Other Plans. Shares issued under other plans of the Company
shall not be counted against the Plan Maximum under the Plan.

            SECTION 5.  ELIGIBILITY.

            Any director of the Company or any Employee shall be eligible to be
designated a Participant.

            SECTION 6.  AWARDS.

            (a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine:

            (i)     EXERCISE PRICE. The exercise price per Share under an Option
                    shall be determined by the Committee; provided, however,
                    that except in the case of Substitute Awards, no Option
                    granted hereunder may have an exercise price of less than
                    100% of Fair Market Value of a Share on the date of grant.

            (ii)    TIMES AND METHOD OF EXERCISE. The Committee shall determine
                    the time or times at which an Option may be exercised in
                    whole or in part; in no event, however, shall the period for
                    exercising an Option extend more than 10 years from the date
                    of grant. The Committee shall also determine the method or
                    methods by which Options may be exercised, and the form or
                    forms (including without limitation, cash, Shares, other
                    Awards, or other property, or any combination thereof,
                    having a Fair Market Value on the exercise date equal to the
                    relevant exercise price), in which payment of the exercise
                    price with respect thereto may be made or deemed to have
                    been made.

            (iii)   INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
                    Option granted under the Plan shall comply in all respects
                    with the provisions of Section 422 of the Code, or any
                    successor provision thereto, and any regulations promulgated
                    thereunder.

            (iv)    TERMINATION. In the event that a Participant terminates
                    employment or director status or becomes disabled, Options
                    granted hereunder shall be exercisable only as specified
                    below:

                    (A) DISABILITY OR DEATH. Except as otherwise provided in an
                    employment agreement with a Participant or as the Committee
                    may otherwise provide, if a Participant becomes disabled or
                    dies, any outstanding Option granted to such a Participant,
                    whether or not full or partial vesting has occurred with
                    respect to such Option at the time of the disability or
                    death, shall be exercisable during the ten (10) year period
                    beginning on the date of grant (or during such shorter
                    period if the original term is less than ten (10) years)
                    even though the disability or death occurs prior to the last
                    day of such option term. Any vesting requirements under the
                    Option shall be deemed to be satisfied as of the date of
                    disability or death.

                    (B) TERMINATION FOR REASONS OTHER THAN DEATH OR DISABILITY.
                    Except as otherwise provided in an employment agreement with
                    a Participant or as the Committee may otherwise provide, if
                    a Participant terminates employment or director status for
                    reasons other than death or disability, any vested,
                    unexercised portion of an Option that is at least partially
                    vested at the time of the termination shall be forfeited in
                    its entirety if not exercised by the Participant within
                    three (3) months of the date of termination of employment or
                    director status, unless the Committee has in its sole
                    discretion established an additional exercise period (but in
                    any case not longer than the original option term). Any
                    portion of such partially vested Option that is not vested
                    at the time of

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                    termination shall be forfeited unless the Committee has in
                    its sole discretion established that a Participant may
                    continue to satisfy the vesting requirements beyond the date
                    of his or her termination of employment or director status.
                    Except as otherwise provided in an employment agreement with
                    a Participant, any outstanding Option granted to a
                    Participant terminating employment or director status other
                    than for death or disability, for which no vesting has
                    occurred at the time of the termination shall be forfeited
                    on the date of termination and the Committee shall have no
                    discretion to extend the exercise period of such Option.

                    (C) SALE OF BUSINESS. Except as otherwise provided in an
                    employment agreement with a Participant or as the Committee
                    may otherwise provide, in the event the "BUSINESS UNIT,"
                    (defined as a division, subsidiary, unit or other
                    delineation that the Committee in its sole discretion may
                    determine) for which the Participant performs substantially
                    all of his or her services is assigned, sold, outsourced or
                    otherwise transferred, including an asset, stock or joint
                    venture transaction, to an unrelated third party such that
                    after such transaction the Company owns or controls directly
                    or indirectly less than 51% of the business unit, the
                    affected Participant shall become 100% vested in all
                    outstanding Options as of the date of the closing of such
                    transaction, whether or not fully or partially vested, and
                    such Participant shall be entitled to exercise such Options
                    during the three (3) months following the closing of such
                    transaction, unless the Committee has in its sole discretion
                    established an additional exercise period (but in any case
                    not longer than the original option term). Except as
                    otherwise provided in an employment agreement with a
                    Participant or as the Committee may otherwise provide, all
                    Options which are unexercised at the end of such three (3)
                    months shall be automatically forfeited.

                    (D) CONDITIONS IMPOSED ON UNVESTED OPTIONS. Notwithstanding
                    the foregoing provisions describing the additional exercise
                    periods for Options upon termination of employment or
                    director status, the Committee may in its sole discretion
                    condition the right of a Participant to exercise any portion
                    of a partially vested Option for which the Committee has
                    established an additional exercise period on the
                    Participant's agreement to adhere to such conditions and
                    stipulations which the Committee may impose, including, but
                    not limited to, restrictions on the solicitation of
                    employees or independent contractors, disclosure of
                    confidential information, covenants not to compete,
                    refraining from denigrating through adverse or disparaging
                    communication, written or oral, whether or not true, the
                    operations, business, management, products or services of
                    the Company or its current or former employees and
                    directors, including without limitation, the expression of
                    personal views, opinions or judgements. The unvested Options
                    of any Participant for whom the Committee has given an
                    additional exercise period subject to such conditions
                    subsequent as set forth in this Section 6(a)(iv)(D) shall be
                    forfeited immediately upon a breach of such conditions.

                    (E) FORFEITURE FOR GROSS MISCONDUCT. Notwithstanding
                    anything to the contrary herein, any Participant who engages
                    in "GROSS MISCONDUCT", as defined herein, (including any
                    Participant who may otherwise qualify for disability status)
                    shall forfeit all outstanding, unexercised Options, whether
                    vested or unvested, as of the date such Gross Misconduct
                    occurs. For purposes of the Plan, Gross Misconduct shall be
                    defined to mean (i) the Participant's conviction of a felony
                    (or crime of similar magnitude in non-U.S. jurisdictions) in
                    connection with the performance or nonperformance of the
                    Participant's duties or (ii) the Participant's willful act
                    or failure to act in a way that results in material injury
                    to the business or reputation of the Company or employees of
                    the Company.

                    (F) VESTING. For purposes of the Plan, any reference to the
                    "VESTING" of an Option shall mean any events or conditions
                    which, if satisfied, entitle a Participant to exercise an
                    Option with respect to all or a portion of the shares
                    covered by the Option. The complete vesting of an Option
                    shall be subject to Section 6(a)(iv)(E) hereof. Such vesting
                    events or conditions may be set forth in the Notice of Grant
                    or otherwise be determined by the Committee.

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            (b) Restricted Stock and Restricted Stock Units. The Committee is
hereby authorized to grant Awards of Restricted Stock and or Restricted Stock
Units to Participants with the following terms and conditions.

            (i)     RESTRICTIONS. Shares of Restricted Stock and Restricted
                    Stock Units shall be subject to such restrictions as the
                    Committee may impose (including, without limitation,
                    continued employment or director service over a specified
                    period or the attainment of specified Performance Objectives
                    (as defined in Section 6(e)(ii)(B)) or Performance Goals, in
                    accordance with Section 13), which restrictions may lapse
                    separately or concurrently at such time or times, in such
                    installments or otherwise, as the Committee may deem
                    appropriate. Notwithstanding the foregoing and except as
                    provided in Section 8(a)(ii) below, (A) any Awards of
                    Restricted Stock or Restricted Stock Units as to which the
                    sole restriction relates to the passage of time and
                    continued employment or director service must have a
                    restriction period of not less than three years and (B) any
                    Award not described in Clause (A) must have a restriction
                    period of not less than one year subject, in the case of
                    both (A) and (B), to the proviso to Section 6(b)(iii) below.

            (ii)    REGISTRATION. Any Restricted Stock granted under the Plan
                    may be evidenced in such manner as the Committee may deem
                    appropriate including, without limitation, book-entry
                    registration or issuance of a stock certificate or
                    certificates. In the event any stock certificate is issued
                    in respect of Shares of Restricted Stock granted under the
                    Plan, such certificate shall be registered in the name of
                    the Participant and shall bear an appropriate legend
                    referring to the terms, conditions, and restrictions
                    applicable to such Restricted Stock.

            (iii)   TERMINATION. Except as otherwise provided in an employment
                    agreement with a Participant or as the Committee may
                    otherwise provide, upon termination of employment or
                    director service of a Participant for any reason during the
                    applicable restriction period, all Restricted Stock and all
                    Restricted Stock Units, or portion thereof, still subject to
                    restriction shall be forfeited and reacquired by the
                    Company; provided, however, that in the event termination of
                    employment or director service is due to the death or
                    disability of the Participant, the Committee may waive in
                    whole or in part any or all remaining restrictions with
                    respect to Restricted Stock or Restricted Stock Units.

            (c) Dividend Equivalents. The Committee may grant to Participants
Dividend Equivalents under which the holders thereof shall be entitled to
receive payments equivalent to dividends with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts
shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.

            (i)     TERMINATION. Except as otherwise provided in an employment
                    agreement with a Participant or as the Committee may
                    otherwise provide, upon termination of the Participant's
                    employment or director service for any reason during the
                    term of a Dividend Equivalent, the right of a Participant to
                    payment under a Dividend Equivalent shall terminate as of
                    the date of termination; provided, however, that in the
                    event the Participant's employment or director service
                    terminates because of the death or disability of a
                    Participant the Committee may determine that such right
                    terminates at a later date.

            (d) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to
Shares (including without limitation securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan;
provided, however, that such grants must comply with Rule 16b-3 and applicable
law.

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            (i)     CONSIDERATION. If applicable, Shares or other securities
                    delivered pursuant to a purchase right granted under this
                    Section 6(d) shall be purchased for such consideration,
                    which may be paid by such method or methods and in such form
                    or forms, including without limitation cash, Shares, other
                    securities, other Awards or other property, or any
                    combination thereof, as the Committee shall determine;
                    provided, however, that except in the case of Substitute
                    Awards, no derivative security (as defined in Rule 16b-3)
                    awarded hereunder may have an exercise price of less than
                    100% of Fair Market Value of a Share on the date of grant.

            (ii)    TERMINATION. In granting any Stock-Based Award pursuant to
                    this Section 6(d) the Committee shall also determine what
                    effect the termination of employment or director service of
                    the Participant holding such Award shall have on the rights
                    of the Participant pursuant to the Award.

            (e) General. The following general provisions shall apply to all
Awards granted hereunder, subject to the terms of other sections of this Plan or
any Award Agreement.

            (i)     AWARD AGREEMENTS. Each Award granted under this Plan shall
                    be evidenced by an Award Agreement which shall specify the
                    relevant material terms and conditions of the Award and
                    which shall be signed by the Participant receiving such
                    Award, if so indicated by the Award.

            (ii)    PERFORMANCE AWARDS. Subject to the other terms of this Plan,
                    the payment, release or exercisability of any Award, in
                    whole or in part, may be conditioned upon the achievement of
                    such Performance Objectives (as defined below) during such
                    performance periods as are specified by the Committee.
                    Hereinafter in this Section 6(e)(ii) the terms payment, pay,
                    and paid also refer to the release or exercisability of a
                    Performance Award, as the case may require.

                    (A) TERMS. The Committee shall establish the terms and
                    conditions of any Performance Award including the
                    Performance Objectives (as defined below) to be achieved
                    during any performance period, the length of any performance
                    period, any event the occurrence of which will entitle the
                    holder to payment, and the amount of any Performance Award
                    granted.

                    (B) PERFORMANCE OBJECTIVES. The Committee shall establish
                    "PERFORMANCE OBJECTIVES" the achievement of which shall
                    entitle the Participant to payment under a Performance
                    Award. Performance Objectives may be any measure of the
                    business performance of the Company, or any of its divisions
                    or Affiliates, including but not limited to the growth in
                    book or market value of capital stock, the increase in the
                    earnings in total or per share, or any other financial or
                    non-financial indicator specified by the Committee.

                    (C) FULFILLMENT OF CONDITIONS AND PAYMENT. The Committee
                    shall determine in a timely manner whether all or part of
                    the conditions to payment of a Performance Award have been
                    fulfilled and, if so, the amount, if any, of the payment to
                    which the Participant is entitled.

            (iii)   RULE 16B-3 SIX MONTH LIMITATIONS. To the extent required in
                    order to render the grant of an Award, the exercise of an
                    Award or any derivative security, or the sale of securities
                    corresponding to an Award, an exempt transaction under
                    Section 16(b) of the Securities Exchange Act of 1934 only,
                    any equity security granted under the Plan to a Participant
                    must be held by such Participant for at least six months
                    from the date of grant, or in the case of a derivative
                    security granted pursuant to the Plan to a Participant, at
                    least six months must elapse from the date of acquisition of
                    the derivative security to the date of disposition of the
                    derivative security (other than upon exercise or conversion)
                    or its underlying equity security. Terms used in the
                    preceding sentence shall, for the purposes of such sentence
                    only, have the meanings if any, assigned or attributed to
                    them under Rule 16b-3.

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            (iv)    LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
                    Securities), and no right under any such Award shall be
                    assignable, alienable, pledgeable, attachable, encumberable,
                    saleable, or transferable by a Participant other than by
                    will or by the laws of descent and distribution or pursuant
                    to a domestic relations order (or, in the case of Awards
                    that are forfeited or canceled, to the Company); and any
                    purported assignment, sale, transfer, thereof shall be void
                    and unenforceable against the Company or Affiliate. If the
                    Committee so indicates in writing to a Participant, he or
                    she may designate one or more beneficiaries who may exercise
                    the rights of the Participant and receive any property
                    distributable with respect to any Award upon the death of
                    the Participant.

            (v)     EXERCISABILITY. Each Award, and each right under any Award,
                    shall be exercisable, during the Participant's lifetime only
                    by the Participant or, if permissible under applicable law,
                    by the Participant's guardian or legal representative or by
                    a transferee receiving such Award pursuant to a domestic
                    relations order referred to above.

            (vi)    NO CASH CONSIDERATION FOR AWARDS. Awards may be granted for
                    no cash consideration, or for such minimal cash
                    consideration as the Committee may specify, or as may be
                    required by applicable law.

            (vii)   AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
                    the discretion of the Committee, be granted either alone or
                    in addition to, in tandem with, or in substitution for any
                    other Award or any award granted under any other plan of the
                    Company or any Affiliate. Awards granted in addition to or
                    in tandem with other Awards or in addition to or in tandem
                    with awards granted under any other plan of the Company or
                    any Affiliate may be granted either at the same time as or
                    at a different time from the grant of such other Awards or
                    awards. Performance Awards and Awards which are not
                    Performance Awards may be granted to the same Participant.

            (viii)  FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
                    Plan and of any applicable Award Agreement, payments or
                    transfers to be made by the Company or an Affiliate upon the
                    grant, exercise, or payment of an Award may be made in such
                    form or forms as the Committee shall determine, including,
                    without limitation, cash, Shares, other securities, other
                    Awards, or other property, or any combination thereof, and
                    may be made in a single payment or transfer, in
                    installments, or on a deferred basis, in each case in
                    accordance with rules and procedures established by the
                    Committee. Such rules and procedures may include, without
                    limitation, provisions for the payment or crediting of
                    reasonable interest on installment or deferred payments or
                    the grant or crediting of Dividend Equivalents in respect of
                    installment or deferred payments.

            (ix)    TERM OF AWARDS. Except as provided in Sections 6(a)(ii) or
                    6(a)(iv), the term of each Award shall be for such period as
                    may be determined by the Committee.

            (x)     SHARE CERTIFICATES. All certificates for Shares or other
                    securities delivered under the Plan pursuant to any Award or
                    the exercise thereof shall be subject to such stop transfer
                    orders and other restrictions as the Committee may deem
                    advisable under the Plan or the rules, regulations, and
                    other requirements of the Securities and Exchange
                    Commission, any stock exchange upon which such Shares or
                    other securities are then listed, and any applicable Federal
                    or state securities laws, and the Committee may cause a
                    legend or legends to be put on any such certificates to make
                    appropriate reference to such restrictions. Unrestricted
                    certificates representing Shares, evidenced in such manner
                    as the Committee shall deem appropriate, shall be delivered
                    to the holder of Restricted Stock, Restricted Stock Units or
                    any other relevant Award promptly after such related Shares
                    shall become Released Securities.

                                      -9-
<PAGE>

            SECTION 7.  AMENDMENT AND TERMINATION OF AWARDS.

            Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Agreement or in the Plan, the following
shall apply to all Awards.

            (a) Amendments to Awards. Subject to Section 6(b)(i), the Committee
may waive any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue, cancel or terminate, any Award heretofore granted without
the consent of any relevant Participant or holder or beneficiary of an Award;
provided, however, that no such amendment, alteration, suspension,
discontinuance, cancellation or termination that would be adverse to the holder
of such Award may be made without such holder's consent. Notwithstanding the
foregoing, the Committee shall not amend any outstanding Option to change the
exercise price thereof to any price that is lower than the original exercise
price thereof except in connection with an adjustment authorized under Section
4(c).

            (b) Adjustments of Awards Upon Certain Acquisitions. In the event
the Company or an Affiliate shall issue Substitute Awards, the Committee may
make such adjustments, not inconsistent with the terms of the Plan, in the terms
of Awards as it shall deem appropriate in order to achieve reasonable
comparability or other equitable relationship between the assumed awards and the
Substitute Awards granted under the Plan.

            (c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made available under the
Plan or an Award Agreement.

            (d) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award Agreement in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

            SECTION 8. ACCELERATION UPON A CHANGE OF CONTROL. In the event of a
Change of Control (as defined in Section 8(b) below) the following shall apply:

            (a)     Effect on Awards.

            (i)     OPTIONS. In the event of a Change of Control, (1) all
                    Options outstanding on the date of such Change of Control
                    shall become immediately and fully exercisable without
                    regard to any vesting schedule provided for in the Option.

            (ii)    RESTRICTED STOCK AND RESTRICTED STOCK UNITS. In the event of
                    a Change of Control, all restrictions applicable to any
                    Restricted Stock or Restricted Stock Unit shall terminate
                    and be deemed to be fully satisfied for the entire stated
                    restricted period of any such Award, and the total number of
                    underlying Shares shall become Released Securities. The
                    Participant shall immediately have the right to the prompt
                    delivery of certificates reflecting such Released
                    Securities.

            (iii)   DIVIDEND EQUIVALENTS. In the event of a Change of Control,
                    the holder of any outstanding Dividend Equivalent shall be
                    entitled to surrender such Award to the Company and to
                    receive payment of an amount equal to the amount that would
                    have been paid over the remaining term of the Dividend
                    Equivalent, as determined by the Committee.

            (iv)    OTHER STOCK-BASED AWARDS. In the event of a Change of
                    Control, all outstanding Other Stock-Based Awards of
                    whatever type shall become immediately vested and payable in
                    an amount that assumes that the Awards were outstanding for
                    the entire period stated therein, as determined by the
                    Committee.

                                      -10-
<PAGE>

            (v)     PERFORMANCE AWARDS. In the event of a Change of Control,
                    Performance Awards for all performance periods, including
                    those not yet completed, shall immediately become fully
                    vested and payable in accordance with the following:

                    (A) NON-FINANCIAL PERFORMANCE OBJECTIVES. The total amount
                    of Performance Awards conditioned on nonfinancial
                    Performance Objectives and those conditioned on financial
                    performance shall be immediately payable (or exercisable or
                    released, as the case may be) as if the Performance
                    Objectives had been fully achieved for the entire
                    performance period.

                    (B) FINANCIAL PERFORMANCE OBJECTIVES. For Performance Awards
                    conditioned on financial Performance Objectives and payable
                    in cash, the Committee shall determine the amount payable
                    under such Award by taking into consideration the actual
                    level of attainment of the Performance Objectives during
                    that portion of the performance period that had occurred
                    prior to the date of the Change of Control, and with respect
                    to the part of the performance period that had not occurred
                    prior to the date of the Change of Control, the Committee
                    shall determine an anticipated level of attainment taking
                    into consideration available historical data and the last
                    projections made by the Company's Chief Financial Officer
                    prior to the Change of Control. The amount payable shall be
                    the present value of the amount so determined by the
                    Committee discounted using a factor that is the Prime Rate
                    as established by Chase Manhattan Bank, N.A. as of the date
                    of the Change of Control.

            (vi)    DETERMINATION FINAL. The Committee's determination of
                    amounts payable under this Section 8(a) shall be final.
                    Except as otherwise provided in Section 8(a)(1), any amounts
                    due under this Section 8(a) shall be paid to Participants
                    within 30 days after such Change of Control.

            (vii)   EXCLUSION. The provisions of this Section 8(a) shall not be
                    applicable to any Award granted to a Participant if any
                    Change of Control results from such Participant's beneficial
                    ownership (within the meaning of Rule 13d-3 under the
                    Securities and Exchange Act of 1934, as amended (the
                    "EXCHANGE ACT")) of Shares or other Company common stock or
                    Company voting securities.

            (b)     Change of Control Defined. "A CHANGE OF CONTROL" shall be
                    deemed to have occurred if:

            (i)     there is an acquisition, in any one transaction or a series
                    of transactions, other than from the Company, by any
                    individual, entity or group (within the meaning of Section
                    13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial
                    ownership (within the meaning of Rule 13(d)(3) promulgated
                    under the Exchange Act) of 50% or more of either the then
                    outstanding shares of Common Stock or the combined voting
                    power of the then outstanding voting securities of the
                    Company entitled to vote generally in the election of
                    directors, but excluding, for this purpose, any such
                    acquisition by the Company or any of its subsidiaries, or
                    any employee benefit plan (or related trust) of the Company
                    or its subsidiaries, or any corporation with respect to
                    which, following such acquisition, more than 50% of the then
                    outstanding shares of common stock of such corporation and
                    the combined voting power of the then outstanding voting
                    securities of such corporation entitled to vote generally in
                    the election of directors is then beneficially owned,
                    directly or indirectly, by the individuals and entities who
                    were the beneficial owners, respectively, of the common
                    stock and voting securities of the Company immediately prior
                    to such acquisition in substantially the same proportion as
                    their ownership, immediately prior to such acquisition, of
                    the then outstanding shares of Common Stock or the combined
                    voting power of the then outstanding voting securities of
                    the Company entitled to vote generally in the election of
                    directors, as the case may be; or

            (ii)    individuals who, as of March 1, 2003, constitute the Board
                    (as of such date, the "INCUMBENT BOARD") cease for any
                    reason to constitute at least a majority of the Board,
                    provided that any individual becoming a director subsequent
                    to March 1, 2003 whose election, or nomination for election
                    by the Company's stockholders, was approved by a vote of at
                    least a majority of the

                                      -11-
<PAGE>

                    directors then comprising the Incumbent Board shall be
                    considered as though such individual were a member of the
                    Incumbent Board, but excluding, for this purpose, any such
                    individual whose initial assumption of office is in
                    connection with an actual or threatened election contest
                    relating to the election of the directors of the Company (as
                    such terms are used in Rule 14(a)(11) or Regulation 14A
                    promulgated under the Exchange Act); or

            (iii)   there occurs either (A) the consummation of a
                    reorganization, merger or consolidation, in each case, with
                    respect to which the individuals and entities who were the
                    respective beneficial owners of the common stock and voting
                    securities of the Company immediately prior to such
                    reorganization, merger or consolidation do not, following
                    such reorganization, merger or consolidation, beneficially
                    own, directly or indirectly, more than 50% of, respectively,
                    the then outstanding shares of common stock and the combined
                    voting power of the then outstanding voting securities
                    entitled to vote generally in the election of directors, as
                    the case may be, of the corporation resulting from such
                    reorganization, merger or consolidation, or (B) an approval
                    by the stockholders of the Company of a complete liquidation
                    of dissolution of the Company or of the sale or other
                    disposition of all or substantially all of the assets of the
                    Company.

            SECTION 9.  AMENDMENT AND TERMINATION OF THE PLAN.

            Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Agreement or in the Plan, the Board of
Directors may amend, alter, suspend, discontinue, or terminate the Plan,
including without limitation any such action to correct any defect, supply any
omission or reconcile any inconsistency in the Plan, without the consent of any
stockholder, Participant, other holder or beneficiary of an Award, or Person;
provided that any such amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award heretofore granted shall not be effective without
the approval of the affected Participant(s); and PROVIDED further, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company no such amendment, alteration,
suspension, discontinuation or termination shall be made that would increase the
total number of Shares available for Awards under the Plan, except as provided
in Section 4 hereof.

            SECTION 10.  GENERAL PROVISIONS

            (a) No Rights to Awards. No Employee, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Participants, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to each recipient.

            (b) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards, or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

            (c) No Limit on Other Compensation Agreements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements and such arrangements
may be either generally applicable or applicable only in specific cases.

            (d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

                                      -12-
<PAGE>

            (e) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.

            (f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person, or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

            (g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be that of an unsecured general creditor of the Company or any Affiliate.

            (h) No Fractional Shares. No fractional Share shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares, or whether such fractional Shares, or whether
such fractional Shares or any rights thereto shall be canceled, terminated, or
otherwise eliminated.

            (i) Headings. Headings are given to the sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

            SECTION 11.  EFFECTIVE DATE OF THE PLAN.

            The Plan shall be effective as of the date of its approval by the
Board of Directors of the Company.

            SECTION 12.  TERM OF THE PLAN.

            No Award shall be granted under the Plan after October 29, 2013.
However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond such date, and
the authority of the Committee hereunder to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board of Directors of the Company
to amend the Plan, shall extend beyond such date.

            SECTION 13.  PARTICIPANTS SUBJECT TO SECTION 162(M).

            (a) Applicability. The provisions of this Section 13 shall be
applicable to all Covered Awards. Covered Awards shall be made subject to the
achievement of one or more preestablished Performance Goals, in accordance with
procedures to be established by the Committee from time to time. Notwithstanding
any provision of the Plan to the contrary, the Committee shall not, other than
upon a Change of Control, have discretion to waive or amend such Performance
Goals or to, except as provided in Section 4(c), increase the number of Shares
subject to Covered Awards or the amount payable pursuant to Covered Awards after
the Performance Goals have been established; provided, however, that the
Committee may, in its sole discretion, reduce the number of Shares subject to
Covered Awards or the amount which would otherwise be payable pursuant to
Covered Awards; and provided, further, that the provisions of Section 8 shall
override any contrary provision of this Section 13.

                                      -13-
<PAGE>

            (b) Certification. No shares shall be delivered and no payment shall
be made pursuant to a Covered Award unless and until the Committee shall have
certified in writing that the applicable Performance Goals have been attained.

            (c) Procedures. The Committee may from time to time establish
procedures pursuant to which Covered Employees will be permitted or required to
defer receipt of amounts payable under Awards made under the Plan.

            (d) Committee. Notwithstanding any other provision of the Plan, for
all purposes involving Covered Awards, the Committee shall consist of at least
two members of the Board of Directors, each of whom is an "OUTSIDE DIRECTOR"
within the meaning of Section 162(m).

Effective as of October 29, 2003



































                                      -14-