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                                                                   EXHIBIT 10.14

                            BILL BARRETT CORPORATION

                             2003 STOCK OPTION PLAN

                       As Adopted As Of December 11, 2003

      This 2003 Stock Option (the "Plan") is adopted by Bill Barrett Corporation
(the "Company") effective as of December 11, 2003.

      1.    Definitions.

      Unless otherwise indicated or required by the particular context, the
terms used in this Plan shall have the following meanings:

      Board: The Board Of Directors of the Company.

      Change in Control: A "Change in Control" shall mean any of the following
events: (i) for so long as the Stockholders' Agreement remains in effect, the
consummation of any transaction effected pursuant to Section 3.10 of the
Stockholders' Agreement, and (ii) for so long as any shares of Series B
Preferred Stock of the Company are outstanding, any event or the consummation of
any transaction that constitutes a Liquidation Event pursuant to the terms of
such Series B Preferred Stock. In all cases, if the Optionee is an employee of
the Company and the Optionee's employment is terminated within 30 days prior to
a Change in Control and the Optionee reasonably demonstrates that such
termination (x) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control and
who effectuates a Change in Control (a "Third Party") or (y) otherwise occurred
in connection with, or in anticipation of, a Change in Control which actually
occurs, then the date of a Change in Control with respect to such Optionee shall
mean the date immediately prior to the date of such termination of such
Optionee's employment.

      Code: The Internal Revenue Code of 1986, as amended.

      Common Stock: The $.001 par value common stock of the Company.

      Company: Bill Barrett Corporation, a corporation incorporated under the
laws of Delaware, any current or future wholly owned subsidiaries of the
Company, and any successors in interest by merger, operation of law, assignment
or purchase of all or substantially all of the property, assets or business of
the Company.

      Date Of Grant: The date on which an Option, as defined below, is granted
under the Plan.

      Fair Market Value: The Fair Market Value of the Option Shares as of any
date shall be either (i) if there is a public market for the Common Stock, the
last reported sale price for the Common Stock on that date (or on the preceding
stock market business day if such date is a Saturday, Sunday or a holiday) on
the New York Stock Exchange ("NYSE"), American Stock Exchange ("AMEX"), or the
Nasdaq Stock Exchange ("Nasdaq"), as reported by such exchange or market, as the
case may be, or, if not reported by such exchange or market, as reported in The
Wall Street Journal, or if not reported in The Wall Street Journal, as reported
in The Denver Post,

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Denver, Colorado or, if no last sale price for the NYSE, AMEX or Nasdaq is
available, then the last reported sale price on either another stock exchange or
on a national or local over-the-counter market, as reported by such exchange or
market or, if not reported by such exchange or market, as reported by The Wall
Street Journal, or if not available there, in The Denver Post; provided, that if
no such published last sale price is available and a published bid price is
available from one of those sources, then Fair Market Value shall be determined
by such last reported bid price for the Common Stock, and if no such published
bid price is available, then Fair Market Value shall be determined by the
average of the bid prices quoted as of the close of business by any two
independent persons or entities making a market for the Common Stock, such
persons or entities to be selected by the Option Committee, or (ii) if there is
no public market for the Common Stock, as determined by the unanimous resolution
of all the members of the Option Committee; provided, that if the Option
Committee does not or is unable to make such a determination, Fair Market Value
shall be made by an investment banking firm of recognized national standing
selected by the Option Committee (or, if shares of Series B Preferred Stock are
then outstanding, selected by a majority of the persons nominated or appointed
to the Board by the holders of Series B Preferred Stock, which firm shall be
reasonably acceptable to a majority of the directors of the Board), which firm
shall be engaged and paid by the Company and the determination of Fair Market
Value of such investment banking firm (or, if such investment bank determines a
range of fair market values, the mid-point of such range) shall be final and
binding on all parties.

      Incentive Options: "Incentive stock options" as that term is defined in
Section 422 of the Code or the successor to that Section.

      Key Employee: A person designated by the Option Committee who is an
employee of the Company and whose continued employment is considered to be in
the best interests of the Company; provided, however, that Key Employees shall
not include those members of the Board who are not employees of the Company.
Employee means any person who is employed by the Company or a subsidiary
thereof, and whose wages are reported on a Form W-2. The Company's
classification as to who is an employee shall be determinative for purposes of
an individual's eligibility under the Plan.

      Key Individual: A person, other than an employee of the Company, who is
committed to the interests of the Company; provided, however, that Key
Individuals shall not include those members of the Board who are not employees
of the Company.

      Non-Employee Director: A director of the Company who (a) is not currently
an officer of the Company or a parent or subsidiary of the Company, or otherwise
currently employed by the Company or a parent or subsidiary of the Company, (b)
does not receive compensation, either directly or indirectly, from the Company
or a parent or subsidiary of the Company, for services rendered as a consultant
or in any capacity other than as a director, except for an amount that does not
exceed the dollar amount for which disclosure would be required pursuant to
Regulation S-K, Item 404(a), promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), (c) does not possess an interest in any other
transaction for which disclosure by the Company would be required pursuant to
Regulation S-K, Item 404(a), and (d) is not engaged in a business relationship
for which disclosure by the Company would be required pursuant to Regulation
S-K, Item 404(a).

      Non-Qualified Options: Options that are not intended to qualify, or
otherwise do not qualify, as Incentive Options. To the extent that Options that
are designated by the Option Committee as Incentive Options do not qualify as
"incentive stock options" under Section 422 of

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the Code or the successor to that Section, those Options shall be treated as
Non-Qualified Options.

      Option: The rights to purchase Common Stock granted pursuant to the terms
and conditions of an Option Agreement (defined below).

      Option Agreement: The written agreement (including any amendments or
supplements thereto) between the Company and either a Key Employee or a Key
Individual designating the terms and conditions of an Option.

      Option Committee: The Plan shall be administered by an Option Committee
("Option Committee") composed of the Board or by a committee of at least two
directors selected by the Board; provided, however, that (a) if the Option
Committee consists of less than the entire Board, each member shall be a
Non-Employee Director and (b) to the extent necessary for any Option intended to
qualify as Performance-Based Compensation to so qualify, each member of the
Option Committee, whether or not it consists of the entire Board, shall be an
Outside Director. For purposes of the proviso to the preceding sentence (the
"Proviso"), if one or more members of the Committee is not, in the case of
clause (a) of the Proviso, a Non-Employee Director, or, in the case of clause
(b) of the Proviso, an Outside Director, and, in either case, recuses himself or
herself or abstains from voting with respect to a particular action taken by the
Option Committee, then the Option Committee, with respect to that action, shall
be deemed to consist only of the members of the Option Committee who have not
recused themselves or abstained from voting.

      Option Shares: The shares of Common Stock underlying an Option granted
pursuant to this Plan.

      Optionee: A Key Employee or Key Individual who has been granted an Option.

      Outside Director: "Outside Director" shall have the meaning set forth in
Section 162 of the Code or the successor to that Section and any regulations
promulgated under that or the successor to that Section.

      Performance-Based Compensation: "Performance-Based Compensation" means any
Option that is intended to constitute "performance-based compensation" within
the meaning of Section 162(m)(4)(C) of the Code and the regulations promulgated
thereunder.

      Permitted Transferee: A Permitted Transferee means, with respect to any
Optionee, (i) the spouse of the Optionee, (ii) a trust, or family partnership,
the sole beneficiary of which is the Optionee, the spouse of, or any person
related by blood or adoption to, the Optionee; provided, that any such transfers
to a Permitted Transferee do not conflict with or constitute a violation of
state or federal securities laws.

      Stockholders' Agreement: The Bill Barrett Corporation Stockholders'
Agreement, dated as of March 28, 2002, among the Company and the stockholders of
the Company whose names appear on the signature pages thereto, as amended from
time to time.

      Subsequent Change In Control: A "Subsequent Change In Control" shall mean,
at any time that both (x) the Stockholders' Agreement is not in effect and (y)
no shares of Series B Preferred Stock of the Company are outstanding, any of the
following events:

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            (a)   An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of thirty percent or more of the combined
voting power of the Company's then outstanding Voting Securities; provided,
however, that in determining whether a Subsequent Change in Control has
occurred, Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which would cause a
Subsequent Change in Control. A "Non-Control Acquisition" shall mean an
acquisition by (1) an employee benefit plan (or a trust forming a part thereof)
maintained by (x) the Company or (y) any corporation or other Person of which a
majority of its voting power or its equity securities or equity interest is
owned directly or indirectly by the Company (a "Subsidiary"), (2) the Company or
any Subsidiary, (3) any Person in connection with a "Non-Control Transaction" as
defined in paragraph (c) below, or (4) any of Warburg Pincus Private Equity
VIII, L.P., GS Capital Partners 2000, L.P., J.P. Morgan Partners (BHCA), L.P.
(collectively, the "Purchasers"), or any of their affiliates pursuant to the
Stock Purchase Agreement dated as of March 28, 2002 among the Company and the
Purchasers or any other agreement between the Company and any of the Purchasers
entered into at any time prior to the time that both (x) the Stockholders'
Agreement is not in effect and (y) no shares of Series B Preferred Stock of the
Company are outstanding.

            (b)   The individuals who, as of the date that the Stockholders'
Agreement is no longer in effect, are members of the Board (the "Incumbent
Board"), cease for any reason to constitute at least two-thirds of the Board;
provided, however, that if the election, or nomination for election by the
Company's stockholders, of any new director was approved by a vote of at least
two-thirds of the then Incumbent Board, such new director shall, for purposes of
this Plan, be considered as a member of the Incumbent Board; provided, further,
however, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or
threatened "Election Contest" (defined as any solicitation subject to Rules
14a-1 to 14a-10 promulgated under the Exchange Act by any person or group of
persons for the purpose of opposing a solicitation subject to Rules 14a-1 to
14a-10 by any other person or group of persons with respect to the election or
removal of directors at any annual or special meeting of stockholders of the
Company) or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or

            (c)   Consummation of:

                  (1)   A merger, consolidation or reorganization involving the
Company, unless

                        (i)   the stockholders of the Company, immediately
before such merger, consolidation or reorganization, own, directly or
indirectly, immediately following such merger, consolidation or reorganization,
a majority of the combined voting power of the outstanding Voting Securities of
the corporation resulting from such merger or consolidation or reorganization
(the "Surviving Corporation") or a corporation beneficially owning, directly or
indirectly, a majority of the Voting Securities of the Surviving Corporation (a
"Parent Corporation") in substantially the same proportion as their ownership of
the Voting Securities immediately before such merger, consolidation or
reorganization, and

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                        (ii)  the individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement providing for such
merger, consolidation or reorganization constitute a majority of the members of
the board of directors of either the Surviving Corporation or a Parent
Corporation, and

                        (iii) no Person (other than the Company, any Subsidiary,
any employee benefit plan (or any trust forming a part thereof) maintained by
the Company, the Surviving Corporation or any Subsidiary, or any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of thirty percent or more of the then outstanding Voting Securities)
owns, directly or indirectly, thirty percent or more of the combined voting
power of the Surviving Corporation's then outstanding voting securities (unless
there is a Parent Corporation, in which event of the Parent Corporation's then
outstanding voting securities), and

                        (iv)  a transaction described in the immediately
preceding clauses (i) through (iii) shall herein be referred to as a
"Non-Control Transaction";

                  (2)   A complete liquidation or dissolution of the Company; or

                  (3)   The sale or other disposition of all or substantially
all of the assets of the Company to any Person (other than a transfer to a
Subsidiary).

            (d)   Notwithstanding subclauses (a), (b) or (c) above, a Subsequent
Change in Control shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than the permitted
amount of the outstanding Voting Securities as a result of the acquisition of
Voting Securities by the Company which, by reducing the number of Voting
Securities outstanding, increases the proportionate number of shares
Beneficially Owned by the Subject Person, provided that if a Subsequent Change
in Control would occur (but for the operation of this sentence) as a result of
the acquisition of Voting Securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Subsequent Change in Control shall occur.

      In all cases, if the Optionee is an employee of the Company and the
Optionee's employment is terminated within 30 days prior to a Subsequent Change
in Control and the Optionee reasonably demonstrates that such termination (i)
was at the request of a Third Party (as defined in the definition of Change in
Control) or (ii) otherwise occurred in connection with, or in anticipation of, a
Subsequent Change in Control which actually occurs, then the date of a
Subsequent Change in Control with respect to such Optionee shall mean the date
immediately prior to the date of such termination of such Optionee's employment.

      2.    Purpose And Scope.

            (a)   The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording Key Employees and Key Individuals,
upon whose initiative and efforts, in the aggregate, the Company is largely
dependent for the successful conduct of its business, an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company.

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            (b)   This Plan authorizes the Option Committee to grant Incentive
Options to Key Employees and to grant Non-Qualified Options to Key Employees and
Key Individuals, selected by the Option Committee while considering criteria
such as employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, the interests
of the Company, and other matters.

      3.    Administration Of The Plan.

            (a)   The Plan shall be administered by the Option Committee. The
Option Committee shall have the authority granted to it under this Section and
under each other section of the Plan.

            (b)   In accordance with and subject to the provisions of the Plan,
the Option Committee shall select the Optionees and shall determine (i) the
number of shares of Common Stock to be subject to each Incentive Option and
Non-Qualified Option, (ii) the date on which each Incentive Option and
Non-Qualified Option is to be granted, (iii) whether an Incentive Option and
Non-Qualified Option shall be granted in exchange for the cancellation and
termination of a previously granted option or options under the Plan or
otherwise, (iv) subject to Sections 4(b), 6 and 18, the exercise price for the
Incentive Option and Non-Qualified Option Shares, provided that the exercise
price shall be a fixed, and cannot be a fluctuating, price, (v) subject to
Section 8, the option period, including provisions for the termination of the
Option prior to the expiration of the exercise period upon the occurrence of
certain events, (vi) subject to Sections 7, 8 and 20, the manner in which the
Incentive Option and Non-Qualified Option vests and becomes exercisable,
including whether portions or all of the Incentive Option and Non-Qualified
Option vest and become exercisable at different times and including determining
that, at any time, the unvested portion that is not yet exercisable shall become
vested and exercisable upon the occurrence of certain events, (vii) subject to
Section 9, the acceptable methods of payment of the purchase price for each
Incentive Option and Non-Qualified Option, and (viii) such other terms and
conditions as the Option Committee may deem necessary or desirable; provided,
however, that no Option may be repriced, replaced, regranted through
cancellation, or modified without stockholder approval (except in connection
with a change in the Company's capitalization), if the effect would be to reduce
the exercise price for the shares underlying such Option. The Option Committee
shall determine the form of Option Agreement to evidence each Option and may
amend the terms of any Option (subject to Section 3(d) below). All Options are
subject to the terms, conditions, restrictions and privileges of the Plan in
addition to the terms, conditions, restrictions and privileges contained in the
Option Agreement. No Option granted under this Plan shall be effective unless
memorialized in writing by the Option Committee in an Option Agreement delivered
to and signed by the Optionee.

            (c)   The Option Committee from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the Company. The Option Committee shall keep
minutes of its meetings and those minutes shall be distributed to every member
of the Board.

            (d)   The Board from time to time may make such changes in and
additions to the Plan as it may deem proper and in the best interests of the
Company; provided, that no such change or addition shall impair any Option
previously granted under the Plan unless the change or addition is consented to
by the holder of the previously granted Option; and provided, further, that no
change which under applicable law requires the approval of stockholders may be
made without such approval; and provided, further, that if shares of Series B
Preferred Stock are then

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outstanding, no change may be made without the approval of a majority of the
persons nominated or appointed to the Board by the holders of Series B Preferred
Stock.

            (e)   Each determination, interpretation or other action made or
taken by the Option Committee shall be final, conclusive and binding on all
persons, including without limitation, the Company, the stockholders, directors,
officers and employees of the Company, and the Optionees and their respective
successors in interest. No member of the Option Committee shall be personally
liable for any action, determination, or interpretation made in good faith with
respect to the Plan, and all members of the Option Committee shall be, in
addition to rights they may have as directors of the Company, fully protected by
the Company with respect to any such action, determination or interpretation.

      4.    The Common Stock.

            (a)   The aggregate number of shares of Common Stock which may be
issued pursuant to Options granted pursuant to this Plan shall be 200,000 shares
of Common Stock, either treasury or authorized and unissued, or the number and
kind of shares of stock or other securities which in accordance with Section 10
shall be substituted for the 200,000 shares or into which such 200,000 shares
shall be adjusted. All or any unsold shares subject to an Option, that for any
reason expires or otherwise terminates before it has been exercised (including
Options converted as payment of the purchase price for Options), again may be
made subject to Options under the Plan. No one person may be granted during any
two-year period Options under the Plan to purchase more than 100,000 shares.

            (b)   At no time prior to the date that the Stockholders' Agreement
is no longer in effect may any Option be granted pursuant to this Plan with a
purchase price of less than $1.00 per share (as appropriately adjusted for any
stock splits, stock dividends, recapitalizations, combinations, or similar
transactions with respect to shares of Common Stock).

      5.    Eligibility.

            Incentive Options may be granted only to Key Employees.
Non-Qualified Options may be granted both to Key Employees and to Key
Individuals. Key Employees and Key Individuals may hold more than one Option
under the Plan and may hold Options under the Plan as well as options granted
pursuant to other plans or otherwise.

      6.    Option Price.

            Subject to Section 4(b), the Option Committee shall determine the
purchase price for the Option Shares; provided, that with respect to Option
Shares underlying Incentive Options (a) the purchase price shall not be less
than 100 percent of the Fair Market Value of the Option Shares on the Date Of
Grant and (b) the purchase price shall be a fixed, and cannot be a fluctuating,
price.

      7.    Exercise Period.

            (a)   Except as provided in Section 16, the option period shall
commence on the Date Of Grant or other date or dates determined by the Option
Committee and shall continue for the period designated by the Option Committee
up to a maximum of ten years from the Date Of Grant.

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            (b)   No portion of any Option may be exercised earlier than the
following schedule:

<TABLE>
<CAPTION>
            Date                              Portion Exercisable
            ----                              -------------------
<S>                                           <C>
First Anniversary of Date of Grant                    25%
Second Anniversary of Date of Grant                   50%
Third Anniversary of Date of Grant                    75%
Fourth Anniversary of Date of Grant                  100%
</TABLE>

            (c)   Subject to the restrictions set forth above, the Option
Agreement for each Option shall set forth the dates on which portions of such
Option may be exercised. Notwithstanding Section 7(b), the date on which all or
any portion of an Option may be exercised may be accelerated upon a Change in
Control to the extent set forth in the related Option Agreement or as otherwise
provided in Section 20.

      8.    Exercise Of Options.

            (a)   Each Option shall be exercised in whole or in part by
delivering to the office of the Treasurer of the Company written notice of the
number of shares with respect to which the Option is to be exercised and by
paying in full the purchase price for the Option Shares purchased as set forth
in Section 9 herein; provided, that an Option may not be exercised in part
unless the purchase price for the Option Shares purchased is at least $1,000.

            (b)   During the lifetime of an Optionee, an Option held by such
Optionee shall be exercisable only by such Optionee; provided, that in the event
of the death of such Optionee, the personal representative or estate of such
Optionee may exercise any Option held by such Optionee; provided, further, that
in the event of the legal disability of such Optionee, the guardian or personal
representative of such Optionee may exercise any Incentive Option held by such
Optionee if such guardian or personal representative obtains a ruling from the
Internal Revenue Service or an opinion of counsel to the effect that neither the
grant nor the exercise of such power is violative of Section 422(b)(5), or its
successor provision, of the Code. Any opinion of counsel must be acceptable to
the Option Committee both with respect to the counsel rendering the opinion and
with respect to the form of opinion.

            (c)   (1)   If for any reason (other than the termination of an
Optionee's employment because of such Optionee's death or legal disability or
the termination of such Optionee's employment by the Company for Cause), any
Optionee ceases to be employed by the Company, then any Options held by such
Optionee may be exercised within three (3) months after such termination of the
Optionee's employment or, if the Optionee dies during the three-month period
immediately following such termination, within one year after Optionee's death,
but, in each case, only to the extent that (A) such Options were exercisable in
accordance with their terms on the date of termination of such Optionee's
employment, and (B) the period for exercise of such Options, as set forth in the
related Option Agreement, has not terminated as of the date of exercise. Upon
termination of the respective periods set forth in the previous sentence, any
unexercised portion of an Option shall expire.

                  (2)   If an Optionee's employment with the Company is
terminated because of such Optionee's death or legal disability, any Option held
by such Optionee may be exercised within one (1) year after termination, but
only to the extent that (A) such Option was exercisable in accordance with their
terms on the date of termination of such Optionee's

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employment, and (B) the period for exercise of such Option, as set forth in the
related Option Agreement, has not terminated as of the date of exercise. Upon
termination of the respective periods set forth in the previous sentence, any
unexercised portion of an Option shall expire.

                  (3)   If an Optionee's employment by the Company is terminated
for Cause, (A) all Options held by such Optionee shall expire upon delivery to
such Optionee of notice of termination, which may be oral or in writing, and all
rights to purchase shares pursuant to such Options shall terminate immediately,
and (B) at the Company's option, all Option Shares acquired by such Optionee
shall be immediately forfeit without any action on the part of such Optionee,
and the Company shall promptly reimburse such Optionee the aggregate purchase
price actually paid by such Optionee for such Option Shares. As used in herein,
"Cause" means discharge by the Company on any of the following grounds:

                        (i) An Optionee's conviction or plea of nolo contendere
in a court of law of any crime or offense, excluding traffic violations and
other minor offenses;

                        (ii)  Willful misconduct which materially adversely
affects the reputation or business activities of the Company and which continues
after written notice thereof from the Board to such Optionee stating with
specificity the alleged misconduct and, if requested by Optionee within 10 days
thereafter, such Optionee is afforded a reasonable opportunity to be heard
before the Board;

                        (iii) Substance abuse, including abuse of alcohol or use
of illegal narcotics, and other drugs or substances, for which such Optionee
fails to undertake and maintain treatment after 15 days after requested by the
Company;

                        (iv)  Misappropriation of funds or other material acts
of dishonesty involving the Company;

                        (v)   Such Optionee's continuing material failure or
refusal to perform the Optionee's duties or to carry out in all material
respects the lawful directives of the Board.

            (d)   No Option may be exercised until the Plan is approved by the
stockholders of the Company as provided in Section 16 below.

      9.    Payment For Option Shares. If payment for the exercise of an Option
is made other than by a method described in Sections 9(a) or 9(b), the purchase
price shall be paid in cash, certified funds, or Optionee's check. Payment shall
be considered made when the Treasurer of the Company receives delivery of the
payment at the Company's address, provided that a payment made by check is
honored when first presented to the Optionee's bank. Beginning 180 days after
the consummation of any firm commitment underwritten offering of Common Stock to
the public pursuant to an effective registration statement under the Securities
Act (i) for which the aggregate gross proceeds to the Company are not less than
fifty million dollars ($50,000,000), (ii) in which each outstanding share of
Series B Preferred Stock of the Company converts pursuant to the terms thereof
into shares of Common Stock that have an aggregate value, based on the price to
public in such offering, of at least $7.50 per share, and (iii) pursuant to
which shares of Common Stock are authorized and approved for listing on the New
York Stock Exchange or admitted to trading and quoted in the Nasdaq National
Market system (a "Qualified Public Offering"), payment for the exercise of an
Option may be made pursuant to the following methods:

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            (a)   If the Option Committee, in its sole discretion on a
case-by-case basis, agrees to permit the proposed form of payment described in
this Section 9(a), an Optionee may deliver shares of Common Stock as part of the
purchase price for Option Shares. If the purchase price of the Option Shares
purchased by any Optionee at one time exceeds $1,000, all or part of the
purchase price for the Option Shares may be paid by delivery to the Company for
cancellation shares of the Common Stock previously owned by the Optionee
("Previously Owned Shares") with a Fair Market Value as of the date of the
payment equal to the portion of the purchase price for the Option Shares that
the Optionee does not pay in cash. Notwithstanding the above, an Optionee shall
be permitted to exercise the Optionee's Option by delivering Previously Owned
Shares only if (i) the Optionee has held, and provides appropriate evidence of
such, the Previously Owned Shares for more than six months prior to the date of
exercise (or such lesser period as the Option Committee may permit), or (ii) the
Previously Owned Shares were acquired by the Optionee in an arm's-length,
open-market transaction, or (iii) the Previously Owned Shares consist of a
combination of shares meeting the criteria described in either of the
immediately preceding clauses (i) and (ii). The period described in clause (i)
of the preceding sentence (the "Holding Period") may be extended by the Option
Committee acting in its sole discretion as is necessary, in the opinion of the
Option Committee, so that, under generally accepted accounting principles, no
compensation shall be considered to have been or to be paid to the Optionee as a
result of the exercise of the Option in this manner. At the time the Option is
exercised, the Optionee shall provide an affidavit, and such other evidence and
documents as the Option Committee shall request, to establish, as applicable,
that the requirements of subsection (i), (ii) or (iii) of this Section 9(a) have
been satisfied.

            (b)   An Optionee also may pay the purchase price for Option Shares
by delivering to the Company and to a broker-dealer, which broker-dealer shall
be subject to approval by the Option Committee at the Option Committee's sole
discretion, a written notice of exercise, in the form prescribed by the Option
Committee, together with the Optionee's irrevocable instructions to the
broker-dealer to promptly deliver to the Company certified funds representing
the purchase price, which certified funds may be the result of the
broker-dealer's sale of some or all of the Option Shares received upon exercise
or the result of a loan from the broker-dealer to the Optionee.

      10.   Change In Stock, Adjustments, Etc.

            Subject to Section 20, in the event that each of the outstanding
shares of Common Stock (other than shares held by dissenting stockholders which
are not changed or exchanged) should be changed into, or exchanged for, a
different number or kind of shares of stock or other securities of the Company,
or if further changes or exchanges of any stock or other securities into which
the Common Stock shall have been changed, or for which it shall have been
exchanged, shall be made (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividends, reclassification, split-up,
combination of shares or otherwise), then there shall be substituted for each
share of Common Stock that is subject to the Plan but not subject to an
outstanding Option hereunder, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock (other than shares
held by dissenting stockholders which are not changed or exchanged) shall be so
changed or for which each outstanding share of Common Stock (other than shares
held by dissenting stockholders) shall be so changed or for which each such
share shall be exchanged. Any securities so substituted shall be subject to
similar successive adjustments.

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<PAGE>

            In the event of any such changes or exchanges, (i) the Option
Committee shall determine whether an adjustment should be made in the number, or
kind, or purchase price of the shares or other securities that are then subject
to an Option or Options granted pursuant to the Plan, (ii) the Option Committee
shall make any such adjustment, and (iii) such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.

      11.   Relationship To Employment Or Position.

            Nothing contained in the Plan, or in any Option or Option Share
granted pursuant to the Plan, (i) shall confer upon any Optionee any right with
respect to continuance of the Optionee's employment by, or position or
affiliation with, or relationship to, the Company, or (ii) shall interfere in
any way with the right of the Company at any time to terminate the Optionee's
employment by, position or affiliation with, or relationship to, the Company.

      12.   Nontransferability Of Option.

            No Option shall be transferable by the Optionee otherwise than by
will or by the laws of descent and distribution or, in the case of an Option
other than an Incentive Option, pursuant to a domestic relations order (within
the meaning of Rule 12a-12 promulgated under the Exchange Act), and Options
shall be exercisable during the lifetime of an Optionee only by the Optionee or
the Optionee's guardian or legal representative. Notwithstanding the foregoing,
the Committee may set forth in the Option Agreement (other than for an Incentive
Option) at the time of grant or thereafter, that the Option may be transferred
to Permitted Transferees of the Optionee, and for purposes of this Plan, a
Permitted Transferee of an Optionee shall be deemed to be the Optionee. The
terms of an Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Optionee.

      13.   Rights As A Stockholder.

            No person shall have any rights as a stockholder with respect to any
share covered by an Option until that person shall become the holder of record
of such share and, except as provided in Section 10, no adjustments shall be
made for dividends or other distributions or other rights as to which there is
an earlier record date.

      14.   Securities Laws Requirements.

            No Option Shares shall be issued unless and until, in the opinion of
the Company, any applicable registration requirements of the Securities Act, any
applicable listing requirements of any securities exchange on which stock of the
same class is then listed, and any other requirement of law or of any regulatory
bodies having jurisdiction over such issuance and delivery, have been fully
complied with. Each Option Agreement and each Option Share certificate may be
imprinted with legends reflecting federal and state securities laws restrictions
and conditions, and the Company may comply therewith and issue "stop transfer"
instructions to its transfer agent and registrar in good faith without
liability.

      15.   Disposition Of Shares.

            To the extent reasonably requested by the Company, each Optionee, as
a condition of exercise, shall represent, warrant and agree, in a form of
written certificate approved by the Company, as follows: (a) that all Option
Shares are being acquired solely for the Optionee's own account and not on
behalf of any other person or entity; (b) that no Option

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<PAGE>

Shares will be sold or otherwise distributed in violation of the Securities Act
or any other applicable federal or state securities laws; (c) that the Optionee
will report all sales of Option Shares to the Company in writing on a form
prescribed by the Company; and (d) that if the Optionee is subject to reporting
requirements under Section 16(a) of the Exchange Act, (i) the Optionee will not
violate Section 16(b) of the Exchange Act, (ii) the Optionee will furnish the
Company with a copy of each Form 4 and Form 5 filed by him, and (iii) the
Optionee will timely file all reports required under the federal securities
laws.

            Each Optionee shall immediately notify the Company in writing of any
sale, transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of any
shares of Common Stock acquired through exercise of an Incentive Option, within
two (2) years after the grant of such Incentive Option or within one (1) year
after the acquisition of such shares, setting forth the date and manner of
disposition, the number of shares disposed of and the price at which such shares
were disposed. The Company shall be entitled to withhold from any compensation
or other payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of Federal or state law or
regulation and, further, to collect from the Optionee any additional amounts
which may be required for such purpose. The Company may, in its discretion,
require shares of Common Stock acquired by a Optionee upon exercise of an
Incentive Option to be held in an escrow arrangement for the purpose of enabling
compliance with the provisions of this section.

      16.   Effective Date Of Plan; Termination Date Of Plan.

            Subject to the approval of the Plan on or before December 10, 2004,
by the affirmative vote of the holders of a majority of the shares of Common
Stock and each other class of securities entitled to vote and represented at a
meeting duly held in accordance with the applicable laws of the state in which
the Company is then incorporated, the Plan shall be deemed effective as of
December 11, 2003. The Plan shall terminate at midnight on the date that is ten
years from that date, except as to Options previously granted and outstanding
under the Plan at that time. No Options shall be granted after the date on which
the Plan terminates. The Plan may be abandoned or terminated at any earlier time
by the Board, except with respect to any Options then outstanding under the
Plan.

      17.   Limitation On Amount Of Option.

            Notwithstanding any contrary provisions contained elsewhere in this
Plan and so long as required by Section 422 of the Code, the aggregate Fair
Market Value, determined as of the time an Incentive Option is granted, of the
Common Stock with respect to which Incentive Options are exercisable for the
first time by the Optionee during any calendar year, under this Plan and stock
options that satisfy the requirements of Section 422 of the Code under any other
stock option plan or plans maintained by the Company, shall not exceed $100,000.
To the extent that the aggregate Fair Market Value of shares of Common Stock to
be received by the Optionee for the first time in any one year pursuant to the
exercise of an Incentive Option ("ISO Stock") exceeds $100,000 based on the Fair
Market Value of the Common Stock as of the date of the Incentive Option's grant,
such excess shall be treated as Common Stock received pursuant to the exercise
of a Non-Qualified Option ("NQSO Stock"). The Company shall designate which
shares of Common Stock to be received by the Optionee will be treated as ISO
Stock and which shares of Common Stock, if any, will be treated as NQSO Stock by
issuing separate share certificates identifying in the Company's share transfer
records which shares are ISO Stock. For purposes of the preceding sentence, the
Fair Market Value of the Shares

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<PAGE>

underlying any particular Incentive Option shall be determined as of the Date Of
Grant of that Incentive Option.

      18.   Ten Percent Stockholder Rule.

            No Incentive Option may be granted to a Key Employee who, at the
time the Incentive Option is granted, owns stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or of
any "parent corporation" or "subsidiary corporation", as those terms are defined
in Section 424, or its successor provision, of the Code, unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market Value of the Option Shares on the Date Of Grant
and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership shall be determined as provided in Section 424, or its successor
provision, of the Code.

      19.   Withholding Taxes.

            The Company may withhold from any cash payment to be made to the
Optionee sufficient amounts to cover any applicable withholding and employment
taxes resulting from Options granted under this Plan, and if the amount of such
cash payments is insufficient, the Company may require the Optionee to pay to
the Company the amount required to be withheld as a condition to delivering the
shares acquired pursuant to an Option. The Company also may withhold or collect
amounts with respect to a disqualifying disposition of shares of Common Stock
acquired pursuant to exercise of an Incentive Option.

            The Option Committee is authorized to adopt rules, regulations or
procedures which provide for the satisfaction of a Optionee's tax withholding
obligation by the retention of shares of Common Stock to which the Optionee
otherwise would be entitled to or by the Optionee's delivery of previously-owned
shares of Common Stock or other property. However, if the Company adopts rules,
regulations or procedures which permit withholding obligations to be met by the
retention of Common Stock to which an Optionee otherwise would be entitled
pursuant to under the Plan, the Fair Market Value of the Common Stock retained
for such purpose shall not exceed the minimum required Federal, state and local
tax withholding due upon exercise of the Option.

      20.   Effect Of Change In Control; Subsequent Change In Control.

            (a)   In event of a Change In Control of the Company, the Option
Committee shall take all actions necessary to provide for each of the following:

                  (1)   An Optionee may exercise immediately prior to such
Change In Control (and subject to the consummation of such Change In Control)
all or any portion of the Options held by such Optionee to the extent that such
Options are then exercisable or become exercisable upon such Change In Control
pursuant to the applicable Option Agreement, so that such Optionee may
participate in such Change In Control as a holder of the Option Shares for which
such Options are so exercised; and

                  (2)   An Optionee may surrender an Option (or portion thereof)
and receive in exchange for each Option Share for which such Option is then
exercisable or becomes exercisable upon such Change In Control pursuant to the
applicable Option Agreement, an amount equal to the Option Share Transaction
Consideration, payable at the

                                       13
<PAGE>

election of the Company in cash or the same securities or property that is
payable or distributable with respect to shares of Common Stock in such Change
In Control. The "Option Share Transaction Consideration" shall equal the
difference between (a) the aggregate consideration from such Change In Control
paid or distributed with respect to one share of Common Stock (determined as if
the aggregate consideration from the Change In Control had been distributed by
the Company in complete liquidation pursuant to the rights and preferences set
forth in the Company's organic documents) and (2) the exercise price payable by
such Optionee for such Option Share pursuant to the related Option Agreement
(without regard for any net exercise or cashless exercise provisions thereof).
To the extent any Option is surrendered pursuant to this Subparagraph 20(a)(ii)
it shall be deemed to have been exercised for purposes of Section 4.

                  (3)   At the Company's election, all Options not exercised or
surrendered pursuant to Subparagraphs 20(a)(i) and 20(a)(ii) shall terminate in
full upon such Change in Control. The Company shall notify each Optionee of the
Company's election to have all Options terminate upon a Change in Control at
least two business days prior to such Change in Control.

            (b)   If a Subsequent Change in Control occurs, then no later than
(i) ten days after the approval by the stockholders of the Company of such
Subsequent Change in Control, or (ii) if no approval by the stockholders is
necessary for such Subsequent Change in Control, 30 days after such Subsequent
Change in Control, the Option Committee, acting in its sole discretion and
without the consent or approval of any Optionee, shall effect one or more of the
following alternatives, which alternatives may vary among individual Optionees
and which may vary among Options held by any individual Optionee:

                  (1)   Make any Options (or any portion thereof) then
outstanding exercisable upon such Subsequent Change in Control;

                  (2)   Accelerate the time at which some or all of the Options
(or any portion thereof) then outstanding may be exercised so that such Options
(or any portion thereof) may be exercised for a limited period of time on or
before a specified date (before or after such Subsequent Change in Control)
fixed by the Option Committee, after which specified date all unexercised
Options and all rights of Holders thereunder shall terminate;

                  (3)   Require the mandatory surrender to the Company by
selected Optionees of some or all of the outstanding Options (or any portion
thereof) held by such Optionees (irrespective of whether such Options (or any
portion thereof) are then exercisable under the provisions of the Plan) as of a
date, before or after such Subsequent Change in Control, specified by the Option
Committee, in which event the Option Committee shall thereupon cancel such
Options (or any portion thereof) and cause the Company to pay each Optionee an
amount of cash per share equal to the Option Share Transaction Consideration;

                  (4)   Make such adjustments to Options (or any portion
thereof) then outstanding as the Option Committee deems appropriate to reflect
such Subsequent Change in Control (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to one or more
Options (or any portion thereof) then outstanding); or

                  (5)   Provide that the number and class of shares of Common
Stock covered by an Option (or any portion thereof) theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock or other securities or

                                       14
<PAGE>

property (including, without limitation, cash) to which the Optionee would have
been entitled pursuant to the terms of the transaction giving rise to the
Subsequent Change in Control if the Optionee had been the holder of record of
the number of shares of Common Stock then covered by such Option.

      21.   Other Provisions.

            The following provisions are also in effect under the Plan:

            (a)   The use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly indicates to the
contrary.

            (b)   Any expenses of administering the Plan shall be borne by the
Company.

            (c)   This Plan shall be construed to be in addition to any and all
other compensation plans or programs. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.

            (d)   The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all persons having or claiming to have an interest therein or thereunder shall
be governed by and determined exclusively and solely in accordance with the laws
of the state in which the Company is then incorporated.

                                    * * * * *

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