Exhibit 4.5

                 SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
                            2004 STOCK INCENTIVE PLAN

1.       Purpose

The purpose of this Specialized Health Products International, Inc. 2004 Stock
Incentive Plan (the "Plan") is to advance the interests of Specialized Health
Products International, Inc., a Delaware corporation, and its Subsidiaries
(hereinafter collectively "SHPI" or the "Corporation"), by stimulating the
efforts of employees and others who are selected to be participants on behalf of
SHPI, aligning the long-term interests of participants with those of
stockholders, heightening the desire of participants to continue in working
toward and contributing to the success of SHPI, assisting SHPI in competing
effectively with other enterprises for the services of new employees necessary
for the continued improvement of operations, and to attract and retain the best
available individuals for service as directors of the Corporation. This Plan
permits the grant of restricted stock and stock units, each of which may be
subject to such conditions based upon continued employment, passage of time or
satisfaction of performance criteria as shall be specified pursuant to the Plan.

2.       Definitions

         (a) "Award" means restricted stock or stock units granted to a
Participant pursuant to the Plan.

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

         (c) "Change in Control" shall occur if, after the date hereof, (i) the
Corporation determines that any person and all other persons who constitute a
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 ("Exchange Act")) have acquired direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of at least fifty-one
percent (51%) or more of the Corporation's outstanding securities, (ii) the
Corporation is involved in a merger or consolidation or other reorganization in
which the Corporation is not the surviving corporation or (iii) the Corporation
sells or transfers substantially all of the Corporation's assets outside the
ordinary course of business. Notwithstanding the foregoing, a Change in Control
shall not be deemed to have occurred for purposes of this definition if the
Committee determines, in its sole discretion, that no change in control has
occurred under such other definition as it deem appropriate under the Plan or in
connection with a specific circumstance. For example, the Committee may
determine that no Change in Control has occurred in connection with a merger
where the Corporation is not the surviving corporation legally, but is the
surviving corporation functionally.

         (d) "Code" shall mean the Internal Revenue Code of 1986, as such is
amended from time to time, and any reference to a section of the Code shall
include any successor provision of the Code.

         (e) "Committee" shall mean the committee appointed by the Board of
Directors from among its members to administer the Plan pursuant to Section 3.

         (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any reference to a section of the Exchange Act
shall include any successor provision of the Exchange Act.

         (g) "Issue Date" has the meaning set forth in Section 8(c).

         (h) "Outside Director" shall mean a member of the Board of Directors
who is not otherwise an employee of the Corporation.

         (i) "Participants" shall mean those individuals to whom Awards have
been granted from time to time and any authorized transferee of such
individuals.

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         (j) "Performance Award" means an Award that vests only upon the
satisfaction of one or more of the Qualifying Performance Criteria.

         (k) "Plan" means this Specialized Health Product International, Inc.
2004 Stock Incentive Plan.

         (l) "Qualifying Performance Criteria" shall mean any one or more of the
following performance criteria, either individually, alternatively or in any
combination, applied to either the Corporation as a whole or to a business unit
or Subsidiary, either individually, alternatively or in any combination, and
measured either annually or cumulatively over a period of years, on an absolute
basis or relative to a pre-established target, to previous years' results or to
a designated comparison group, in each case as specified by the Committee in the
Award: (a) cash flow, (b) earnings per share, (c) earnings before interest,
taxes and amortization, (d) return on equity, (e) total stockholder return, (f)
share price performance, (g) return on capital, (h) return on assets or net
assets, (i) revenue, (j) income or net income, (k) operating income or net
operating income, (l) operating profit or net operating profit, (m) operating
margin or profit margin, (n) return on operating revenue, (o) return on invested
capital, (p) market segment share, (q) product release schedules, (r) new
product innovation, (s) product cost reduction through advanced technology, (t)
brand recognition/acceptance, (u) product ship targets, or (v) customer
satisfaction. The Committee may appropriately adjust any evaluation of
performance under a Qualifying Performance Criteria to exclude any of the
following events that occurs during a performance period: (i) asset write-downs,
(ii) litigation or claim judgments or settlements, (iii) the effect of changes
in tax law, accounting principles or other such laws or provisions affecting
reported results, (iv) accruals for reorganization and restructuring programs
and (v) any extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30 and/or in management's discussion and analysis
of financial condition and results of operations appearing in the Corporation's
annual report to stockholders for the applicable year. Notwithstanding
satisfaction of any completion of any Qualifying Performance Criteria, to the
extent specified at the time of grant of an Award, the number of Shares, Stock
Units or other benefits granted, issued, retainable and/or vested under an Award
on account of satisfaction of such Qualifying Performance Criteria may be
reduced by the Committee on the basis of such further considerations as the
Committee in its sole discretion shall determine.

         (m) "Restricted Stock Award" and "Restricted Stock Agreement" have the
meanings set forth in Section 7(a)(i).

         (n) "Share" shall mean a share of common stock, $.02 par value, of the
Corporation or the number and kind of shares of stock or other securities which
shall be substituted or adjusted for such shares as provided in Section 10.

         (o) "Stock Unit Award" and "Stock Unit Agreement" have the meanings set
forth in Section 7(a)(ii).

         (p) "Subcommittee" has the meaning set forth in Exhibit 3(b).

         (q) "Subsidiary" means any corporation or entity in which the
Corporation owns or controls, directly or indirectly, fifty percent (50%) or
more of the voting power or economic interests of such corporation or entity.

         (r) "Termination Event" means, with respect to any Participant, any
event that results in such Participant no longer being eligible to participate
in the Plan because the Participant is no longer an employee, Outside Director
or is not otherwise authorized by the Committee to participate in the Plan.

         (s) "Total Award Stock" has the meaning set forth in Section 8(c).

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3.       Administration

         (a) Composition of Committee. This Plan shall be administered by the
Committee. The Committee shall consist of two or more Outside Directors who
shall be appointed by the Board of Directors. The Board of Directors shall fill
vacancies on the Committee and may from time to time remove or add members of
the Committee. The Board of Directors, in its sole discretion, may exercise any
authority of the Committee under this Plan in lieu of the Committee's exercise
thereof and in such instances references herein to the Committee shall refer to
the Board of Directors.

         (b) Delegation and Administration. The Committee may delegate to one or
more separate committees (any such committee a "Subcommittee") composed of one
or more directors of the Corporation (who may but need not be members of the
Committee) the ability to grant Awards and take the other actions described in
Section 3(c) with respect to Participants who are not executive officers, and
such actions shall be treated for all purposes as if taken by the Committee. Any
action by any such Subcommittee within the scope of such delegation shall be
deemed for all purposes to have been taken by the Committee and references in
this Plan to the Committee shall include any such Subcommittee. The Committee
may delegate the administration of the Plan to an officer or officers of the
Corporation, and such administrator(s) may have the authority to execute and
distribute agreements or other documents evidencing or relating to Awards
granted by the Committee under this Plan, to maintain records relating to the
grant, vesting, exercise, forfeiture or expiration of Awards, to process or
oversee the issuance of Shares upon the exercise, vesting and/or settlement of
an Award, to interpret the terms of Awards and to take such other actions as the
Committee may specify, provided that in no case shall any such administrator be
authorized to grant Awards under the Plan. Any action by any such administrator
within the scope of its delegation shall be deemed for all purposes to have been
taken by the Committee and references in this Plan to the Committee shall
include any such administrator, provided that the actions and interpretations of
any such administrator shall be subject to review and approval, disapproval or
modification by the Committee.

         (c) Powers of the Committee. Subject to the express provisions and
limitations set forth in this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable, in its sole discretion, in
connection with the administration of this Plan, including, without limitation,
the following:

                  (i) to prescribe, amend and rescind rules and regulations
         relating to this Plan and to define terms not otherwise defined herein;

                  (ii) to determine which persons are Participants, to which of
         such Participants, if any, Awards shall be granted hereunder and the
         timing of any such Awards, and to grant Awards;

                  (iii) to grant Awards to Participants and determine the terms
         and conditions thereof, including the number of Shares subject to
         Awards and the exercise or purchase price of such Shares and the
         circumstances under which Awards become exercisable or vested or are
         forfeited or expire, which terms may but need not be conditioned upon
         the passage of time, continued employment, the satisfaction of
         performance criteria, the occurrence of certain events, or other
         factors;

                  (iv) to establish or verify the extent of satisfaction of any
         performance goals or other conditions applicable to the grant,
         issuance, exercisability, vesting and/or ability to retain any Award;

                  (v) to prescribe and amend the terms of the agreements or
         other documents evidencing Awards made under this Plan (which need not
         be identical);

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                  (vi) to determine whether, and the extent to which,
         adjustments are required pursuant to Section 10;

                  (vii) to interpret and construe this Plan, any rules and
         regulations under this Plan and the terms and conditions of any Award
         granted hereunder, and to make exceptions to any such provisions in
         good faith and for the benefit of the Corporation; and

                  (viii) to make all other determinations deemed necessary or
         advisable for the administration of this Plan.

         (d) Effect of Change in Status. The Committee shall have the discretion
to determine the effect upon an Award and upon an individual's status as an
employee under the Plan (including whether a Participant shall be deemed to have
experienced a Termination Event or other change in status) and upon the vesting,
expiration or forfeiture of an Award in the case of (i) any individual who is
employed by an entity that ceases to be a Subsidiary of the Corporation, (ii)
any leave of absence approved by the Corporation or a Subsidiary, (iii) any
transfer between locations of employment with the Corporation or a Subsidiary or
between the Corporation and any Subsidiary or between any Subsidiaries, (iv) any
change in the Participant's status from an employee to a consultant or member of
the Board of Directors, or vice versa, and (v) at the request of the Corporation
or a Subsidiary any employee who becomes employed by any partnership, joint
venture, corporation or other entity not meeting the requirements of a
Subsidiary.

         (e) Determinations of the Committee. All decisions, determinations and
interpretations by the Committee regarding this Plan shall be final and binding
on all Participants. The Committee shall consider such factors as it deems
relevant to making such decisions, determinations and interpretations including,
without limitation, the recommendations or advice of any director, officer or
employee of the Corporation and such attorneys, consultants and accountants as
it may select. A Participant or other holder of an Award may contest a decision
or action by the Committee with respect to such person or Award only on the
grounds that such decision or action was arbitrary or capricious or was
unlawful, and any review of such decision or action shall be limited to
determining whether the Committee's decision or action was arbitrary or
capricious or was unlawful.

4.       Participants

Awards under the Plan may be granted to any person who is an employee, Outside
Director of the Corporation or otherwise specifically authorized by the
Committee to participate in the Plan. Any person who is not an employee, Outside
Director or otherwise approved by the Committee to participate in the Plan shall
not be eligible for Awards under the Plan.

5.       Effective Date and Expiration of Plan

         (a) Effective Date. This Plan was approved by the Board of Directors on
September 15, 2004 and became effective on that date, provided that this Plan is
approved by the stockholders of the Company (exclude the vote of Shares issued
under this Plan) within six (6) months after September 15, 2004. If this Plan is
not so approved by the stockholders of the Company, any Awards granted under
this Plan will be rescinded and will be void.

         (b) Expiration Date. The Plan shall remain available for the grant of
Awards until terminated by the Board of Directors. The expiration of the
Committee's authority to grant Awards under the Plan will not affect the
operation of the terms of the Plan or the Corporation's and Participants' rights
and obligations with respect to Awards granted on or prior to the expiration
date of the Plan.

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6.       Shares Subject to the Plan

         (a) Aggregate Limits. Subject to adjustment as provided in Section 10,
the aggregate number of Shares authorized for issuance as Awards under the Plan
is 6 million Shares. The Shares subject to the Plan may be either Shares
reacquired by the Corporation, including Shares purchased in the open market, or
authorized but unissued Shares. Any Shares subject to an Award which for any
reason expires or is not earned in full may again be made subject to an Award
under the Plan.

         (b) Other Limits. The aggregate number of Shares subject to restricted
stock or stock unit Awards granted under this Plan during any calendar year to
any one Participant shall not exceed 1.5 million. Notwithstanding anything to
the contrary in this Plan, the foregoing limitations shall be subject to
adjustment under Section 10, but only to the extent that such adjustment will
not affect the status of any Award intended to qualify as "performance-based
compensation" under Section 162(m) of the Code.

7.       Plan Awards

         (a) Award Types. The Committee, on behalf of the Corporation, is
authorized under this Plan to grant, award and enter into the following
arrangements or benefits under the Plan provided that their terms and conditions
are not inconsistent with the provisions of the Plan: Restricted Stock and Stock
Units. Such arrangements and benefits are sometimes referred to herein as
"Awards." The Committee, in its discretion, may determine that any Award granted
hereunder shall be a Performance Award.

                  (i) Restricted Stock. A "Restricted Stock Award" is an award
         of Shares, the grant, issuance, retention and/or vesting of which is
         subject to such conditions as are expressed in the document(s)
         evidencing the Award (the "Restricted Stock Agreement").

                  (ii) Stock Unit. A "Stock Unit Award" is an award of a right
         to receive, in cash or stock (as determined by the Committee) the
         market value of one Share, the grant, issuance, retention and/or
         vesting of which is subject to such conditions as are expressed in the
         documents(s) evidencing the Award (the "Stock Unit Agreement").

         (b) Grants of Awards. An Award may consist of one or both of the
foregoing arrangements or benefits in tandem or in the alternative.

8.       Grant, Terms and Conditions of Restricted Stock and Stock Units

The Committee may grant Restricted Stock or Stock Units at any time and from
time to time prior to the expiration of the Plan to eligible Participants
selected by the Committee. A Participant shall have rights as a stockholder with
respect to any Shares subject to a Restricted Stock Award hereunder only to the
extent specified in this Plan or the Restricted Stock Agreement evidencing such
Award. Awards of Restricted Stock or Stock Units shall be evidenced only by such
agreements, notices and/or terms or conditions documented in such form
(including by electronic communications) as may be approved by the Committee.
Awards of Restricted Stock or Stock Units granted pursuant to the Plan need not
be identical but each must contain or be subject to the following terms and
conditions:

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         (a) Terms and Conditions. Each Restricted Stock Agreement shall contain
provisions regarding (a) the number of Shares subject to such Award or a formula
for determining such, (b) the purchase price of the Shares, if any, and the
means of payment for the Shares, (c) the performance criteria, if any, and level
of achievement versus these criteria that shall determine the number of Shares
granted, issued, retainable and/or vested, (d) such terms and conditions on the
grant, issuance, vesting and/or forfeiture of the Shares as may be determined
from time to time by the Committee, (e) restrictions on the transferability of
the Shares and (f) such further terms and conditions as may be determined from
time to time by the Committee, in each case not inconsistent with this Plan.

         (b) Sale Price. Subject to the requirements of applicable law, the
Committee shall determine the price, if any, at which Shares of Restricted Stock
or Stock Units shall be sold or awarded to a Participant, which may vary from
time to time and among Participants and which may be below the market value of
such Shares at the date of grant or issuance.

         (c) Share Vesting. Unless the agreement or other document evidencing an
Award expressly states otherwise and except as set forth herein, as of the date
issued, all of the Shares of Restricted Stock and Stock Units issued pursuant to
the agreement (individually and collectively, the "Total Award Stock") will be
deemed unvested and will become vested according to the following schedule: (1)
no portion of the Total Award Stock will be deemed vested prior to the third
anniversary of the date on which the Total Award Stock was issued to the
Participant (the "Issue Date"); (2) the Total Award Stock will become vested in
full on the third anniversary of the Issue Date. Notwithstanding the foregoing,
the Total Award Stock shall immediately vest in full upon a Change in Control.

         (d) Performance Awards. Performance Awards shall be based on
performance over a period of not less than one year. Notwithstanding anything to
the contrary herein, the performance criteria for any Awards that is intended to
satisfy the requirements for "performance-based compensation" under Section
162(m) of the Code shall be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified at the time the
Award is granted.

         (e) Termination of Employment. Unless the agreement or other document
evidencing an Award expressly states otherwise, any unvested Restricted Stock
and any unvested Stock Units will be immediately forfeited and cancelled in the
event of the termination of employment or service of the Participant to whom it
was granted. Any vested Restricted Stock remains the ownership of Participant
subject to any restrictions set forth in the agreement or other document
evidencing an Award.

         (f) Stock Units. Except to the extent this Plan or the Committee
specifies otherwise, Stock Units represent an unfunded and unsecured obligation
of the Corporation and do not confer any of the rights of a stockholder until
Shares, if any, are issued thereunder. Settlement of Stock Units upon expiration
of the deferral or vesting period shall be made in Shares or cash as determined
by the Committee. The number of Shares, or other settlement medium, to be so
distributed may be increased by an interest factor or by dividend equivalents.
Until a Stock Unit is so settled, the number of Shares represented by a Stock
Unit shall be subject to adjustment pursuant to Section 10. Any Stock Units that
are settled after the Participant's death shall be distributed to the
Participant's designated beneficiary(ies) or, if none was designated, the
Participant's estate.

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9.       Other Provisions Applicable to Awards

         (a) Transferability. Unless the agreement or other document evidencing
an Award (or an amendment thereto authorized by the Committee) expressly states
that the Award is transferable as provided hereunder, no Award granted under
this Plan, nor any interest in such Award, may be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred in any manner prior to
the vesting or lapse of any and all restrictions applicable thereto, other than
by will or the laws of descent and distribution. The Committee may, in its sole
discretion, grant an Award or amend an outstanding Award to provide that the
Award is transferable or assignable (1) in the case of a transfer without the
payment of any consideration, to any "family member" as such term is defined in
Section 1(a)(5) of the General Instructions to Form S-8 under the Securities Act
of 1933, as such may be amended from time to time, and (2) in any transfer
described in clause (ii) of Section 1(a)(5) of the General Instructions to Form
S-8 under the 1933 Act as amended from time to time, provided that following any
such transfer or assignment the Award will remain subject to substantially the
same terms applicable to the Award while held by the Participant to whom it was
granted, as modified as the Committee shall determine appropriate, and as a
condition to such transfer the transferee shall execute an agreement agreeing to
be bound by such terms. Any purported assignment, transfer or encumbrance that
does not qualify under this Section 9(a) shall be void and unenforceable against
the Corporation.

         (b) Escrow. To facilitate the enforcement of the restrictions on
transfer set forth in this Plan, the Committee may, at its discretion, require a
holder of unvested Shares of to deliver the certificate(s) for such Shares with
a stock power executed in blank by holder and holder's spouse (if required for
transfer), to the Secretary of the Corporation or his or her designee, to hold
said certificate(s) and stock power(s) in escrow and to take all such actions
and to effectuate all such transfers and/or releases as are in accordance with
the terms of this Plan. The certificates may be held in escrow so long as the
Shares whose ownership they evidence are unvested and/or subject to any right of
repurchase under the Plan or under an agreement or other document evidencing an
Award. Each Participant acknowledges that the Secretary of the Corporation (or
his or her designee) is so appointed as the escrow holder with the foregoing
authorities as a material inducement to the Award, that the appointment is
coupled with an interest, and that it accordingly will be irrevocable. The
escrow holder will not be liable to any party to an agreement or other document
evidencing an Award (or to any other party) for any actions or omissions unless
the escrow holder is grossly negligent relative thereto. The escrow holder may
rely upon any letter, notice or other document executed by any signature
purported to be genuine.

         (c) Dividends. Unless otherwise provided by the Committee, no
adjustment shall be made in Shares issuable under Awards on account of cash
dividends that may be paid or other rights that may be issued to the holders of
Shares prior to their issuance under any Award. The Committee shall specify
whether dividends or dividend equivalent amounts shall be paid to any
Participant with respect to the Shares subject to any Award that have not vested
or been issued or that are subject to any restrictions or conditions on the
record date for dividends.

         (d) Documents Evidencing Awards. The Committee shall, subject to
applicable law, determine the date an Award is deemed to be granted. The
Committee or, except to the extent prohibited under applicable law, its
delegate(s) may establish the terms of agreements or other documents evidencing
Awards under this Plan and may, but need not, require as a condition to any such
agreement's or document's effectiveness that such agreement or document be
executed by the Participant, including by electronic signature or other
electronic indication of acceptance, and that such Participant agree to such
further terms and conditions as specified in such agreement or document. The
grant of an Award under this Plan shall not confer any rights upon the
Participant holding such Award other than such terms, and subject to such
conditions, as are specified in this Plan as being applicable to such type of
Award (or to all Awards) or as are expressly set forth in the agreement or other
document evidencing such Award.

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         (e) Additional Restrictions on Awards. Either at the time an Award is
granted or by subsequent action, the Committee may, but need not, impose such
restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by a Participant or other subsequent transfers
by a Participant of any Shares issued under an Award, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions
designed to delay and/or coordinate the timing and manner of sales by the
Participant or Participants, and (c) restrictions as to the use of a specified
brokerage firm for such resales or other transfers.

         (f) Subsidiary Awards. In the case of a grant of an Award to any
Participant employed by a Subsidiary, such grant may, if the Committee so
directs, be implemented by SHPI issuing any subject Shares to the Subsidiary,
for such lawful consideration as the Committee may determine, upon the condition
or understanding that the Subsidiary will transfer the Shares to the Participant
in accordance with the terms of the Award specified by the Committee pursuant to
the provisions of the Plan. Notwithstanding any other provision hereof, such
Award may be issued by and in the name of the Subsidiary and shall be deemed
granted on such date as the Committee shall determine.

10.      Adjustment of and Changes in the Common Stock

         (a) The existence of outstanding Awards shall not affect in any way the
right or power of the Corporation or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations, exchanges, or other
changes in the Corporation's capital structure or its business, or any merger or
consolidation of the Corporation or any issuance of Shares or other securities
or subscription rights thereto, or any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Shares or other securities
of the Corporation or the rights thereof, or the dissolution or liquidation of
the Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise. Further, except as expressly provided herein or by the
Committee, (i) the issuance by the Corporation of shares of stock or any class
of securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the
Corporation convertible into such shares or other securities, (ii) the payment
of a dividend in property other than Shares, or (iii) the occurrence of any
similar transaction, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Shares subject to Awards theretofore granted or the purchase price per
Share, unless the Committee shall determine, in its sole discretion, that an
adjustment is necessary or appropriate.

         (b) If the outstanding Shares or other securities of the Corporation,
or both, for which the Award is then exercisable or as to which the Award is to
be settled shall at any time be changed or exchanged by declaration of a stock
dividend, stock split, combination of shares, extraordinary dividend of cash
and/or assets, recapitalization, reorganization or any similar event affecting
the Shares or other securities of the Corporation, the Committee may
appropriately and equitably adjust the number and kind of Shares or other
securities which are subject to this Plan or subject to any Awards theretofore
granted, and the exercise or settlement prices of such Awards, so as to maintain
the proportionate number of Shares or other securities without changing the
aggregate exercise or settlement price.

         (c) Any other provision hereof to the contrary notwithstanding (except
Section 10(a)), in the event SHPI is a party to a merger or other
reorganization, outstanding Awards shall be subject to the agreement of merger
or reorganization. Such agreement may provide, without limitation, for the
assumption of outstanding Awards by the surviving corporation or its parent, for
their continuation by SHPI (if SHPI is a surviving corporation), for accelerated
vesting and accelerated expiration, or for settlement in cash.

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11.      Listing or Qualification of Common Stock

In the event that the Board of Directors determines in its discretion that the
listing or qualification of the Shares available for issuance under the Plan on
any securities exchange or quotation or trading system or under any applicable
law or governmental regulation is necessary as a condition to the issuance of
such Shares, a Restricted Stock or Stock Unit Award shall not vest unless such
listing, qualification, consent or approval has been unconditionally obtained.

12.      Termination or Amendment of the Plan

The Board of Directors may amend, alter or discontinue the Plan and the Board or
the Committee may to the extent permitted by the Plan amend any agreement or
other document evidencing an Award made under this Plan. No such amendment or
alteration shall be made, however, which would impair the rights of any
Participant, without such Participant's consent, under any Award theretofore
granted, provided that no such consent shall be required with respect to any
amendment or alteration if the Committee determines in its sole discretion that
such amendment or alteration either (i) is required or advisable in order for
the Corporation, the Plan or the Award to satisfy any law or regulation or to
meet the requirements of any accounting standard, or (ii) is not reasonably
likely to significantly diminish the benefits provided under such Award, or that
any such diminishment has been adequately compensated.

13.      Withholding

To the extent required by applicable federal, state, local or foreign law, the
Committee may and/or a Participant shall make arrangements satisfactory to the
Corporation for the satisfaction of any withholding tax obligations that arise
with respect to any Restricted Stock or Stock Unit Award or any sale of Shares.
The Corporation shall not be required to issue Shares, to pay other
consideration or to recognize the disposition of such Shares until such
obligations are satisfied. To the extent permitted or required by the Committee,
these obligations may or shall be satisfied by having the Corporation withhold a
portion of the Shares of stock or cash consideration that otherwise would be
issued or given to a Participant under such Award or by tendering Shares
previously acquired by the Participant.

14. General Provisions

         (a) Employment At Will. Neither the Plan nor the grant of any Award nor
any action by the Corporation, any Subsidiary or the Committee shall be held or
construed to confer upon any person any right to be continued in the employ of
the Corporation or a Subsidiary. The Corporation and each Subsidiary expressly
reserve the right to discharge, without liability but subject to his or her
rights under this Plan, any Participant whenever in the sole discretion of the
Corporation or a Subsidiary, as the case may be, its interest may so require.

         (b) Governing Law. This Plan and any agreements or other documents
hereunder shall be interpreted and construed in accordance with the laws of the
State of Delaware and applicable federal law. The Committee may provide that any
dispute as to any Award shall be presented and determined in such forum as the
Committee may specify, including through binding arbitration. Any reference in
this Plan or in the agreement or other document evidencing any Award to a
provision of law or to a rule or regulation shall be deemed to include any
successor law, rule or regulation of similar effect or applicability.

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         (c) Unfunded Plan. Insofar as it provides for Awards, the Plan shall be
unfunded. Although bookkeeping accounts may be established with respect to
Participants who are granted Awards under this Plan, any such accounts will be
used merely as a bookkeeping convenience. The Corporation shall not be required
to segregate any assets which may at any time be represented by Awards, nor
shall this Plan be construed as providing for such segregation, nor shall the
Corporation or the Committee be deemed to be a trustee of stock or cash to be
awarded under the Plan.

         (d) Market Standoff. To the extent requested by the Corporation and any
underwriter of securities of the Corporation in connection with a firm
commitment or other underwriting, no Participant holding Shares will sell or
otherwise transfer any such Shares not included in such underwriting, during the
one hundred eighty (180) day period following the effective date of the
registration statement filed with the Securities and Exchange Commission in
connection with such offering.

         (e) Stock Certificates. Certificates representing the Shares issued
pursuant to Awards will bear all legends required by law and necessary to
effectuate this Plan's provisions. The Corporation may place a "stop transfer"
order against Shares until all restrictions and conditions set forth in this
Plan and in the legends referred to in this Section 14(e) have been complied
with.

         (f) Notices. Any notice to be given to the Corporation under the terms
of the Plan or under any agreement or other document evidencing an Award made
under this Plan will be addressed to the Corporation at its principal executive
office, Attn: Corporate Secretary, or at such other address as the Corporation
may designate in writing. Any notice to be given to a Participant will be
addressed to the Participant at the address provided to the Corporation by the
Participant. Any such notice will be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office or branch post
office regularly maintained by the United States Postal Service.

15.      Non-Exclusivity of Plan

Neither the adoption of this Plan by the Board of Directors nor the submission
of this Plan to the stockholders of the Corporation for approval shall be
construed as creating any limitations on the power of the Board of Directors or
the Committee to adopt such other incentive arrangements as either may deem
desirable, including without limitation, the granting of stock options, stock
appreciation rights, restricted stock or stock units otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

16.      Compliance with Other Laws and Regulations

This Plan, the grant and exercise of Awards thereunder, and the obligation of
the Corporation to sell, issue or deliver Shares under such Awards, shall be
subject to all applicable federal, state and local laws, rules and regulations
and to such approvals by any governmental or regulatory agency as may be
required. The Corporation shall not be required to register in a Participant's
name or deliver any Shares prior to the completion of any registration or
qualification of such Shares under any federal, state or local law or any ruling
or regulation of any government body which the Committee shall determine to be
necessary or advisable. To the extent the Corporation is unable to or the
Committee deems it infeasible to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Corporation's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, the
Corporation shall be relieved of any liability with respect to the failure to
issue or sell such Shares as to which such requisite authority shall not have
been obtained.

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<PAGE>

17. Liability of Corporation

The Corporation shall not be liable to a Participant or other persons as to: (a)
the non-issuance or sale of Shares as to which the Corporation has been unable
to obtain from any regulatory body having jurisdiction the authority deemed by
the Corporation's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder; and (b) any tax consequence expected, but not realized, by any
Participant or other person due to the receipt, exercise or settlement of any
Award granted hereunder.

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