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                                                                    Exhibit 10.9


                            MOLICHEM MEDICINES, INC.
                              2001 STOCK AWARD PLAN

                                    ARTICLE I

                           Purpose; Term; Definitions

         1.1 Purpose. The Molichem Medicines, Inc. 2001 Stock Award Plan (the
"Plan") is intended to secure for Molichem Medicines, Inc. (the "Company") and
its stockholders the benefits of the incentive inherent in stock ownership by
the employees, directors, officers, consultants and advisers of the Company and
its Affiliates who are largely responsible for the Company's and its Affiliates
future growth and continued financial success; and to afford such persons the
opportunity to obtain or increase a proprietary interest in the Company on a
favorable basis and, thereby, to have an opportunity to share in its success.

         1.2 Effective Date of the Plan. This Plan was approved by the Board of
Directors of the Company on August 10, 2001, and was approved by the
stockholders of the Company on ____. The effective date of the Plan is August
10, 2001 (the "Effective Date").

         1.3 Term. No awards shall be made under the Plan after ten (10) years
from the Effective Date; provided, however, that the Plan and all awards made
under the Plan prior to such date shall remain in effect until such awards have
been satisfied or terminated in accordance with the Plan and the terms of such
awards.

         1.4 Definitions. Throughout this Plan, the following terms shall have
the meanings respectively indicated:

         (a) "Affiliate" shall mean any parent corporation or subsidiary,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f), respectively, of the Code.

         (b) "Benefits" shall mean any one or more of the following awards that
may be offered by the Committee to Participants under this Plan:

                  (i)     Incentive Stock Options,
                  (ii)    Non-Statutory Stock Options, or
                  (iii)   Restricted Stock.

         (c) "Board" shall mean the Board of Directors for the Company, as
elected by the stockholders of the Company.

         (d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor revenue laws of the United States.


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         (e) "Committee" shall mean the committee of Directors appointed by the
Board to administer this Plan.

         (f) "Common Stock" shall mean the Company's $0.0001 par value common
stock.

         (g) "Company" shall mean Molichem Medicines, Inc., a Delaware
corporation.

         (h) "Consultant" shall mean a natural person who is a consultant or
advisor engaged by the Company or an Affiliate to provide advice or assistance
in a field in which the consultant or advisor has specialized knowledge or
experience; the term shall not include Directors unless such person comes within
the above definition outside his or her capacity as a director. Further, the
term shall not include a person who provides services in connection with the
offer or sale of securities in a capital-raising transaction or a person who
directly or indirectly promotes or maintains a market for the Company's
securities.

         (i) "Director" shall mean any person elected and currently serving as a
member of the Board or of the board of directors of any Affiliate.

         (j) "Effective Date" shall have the meaning assigned in Paragraph 1.2.

         (k) "Employee" shall mean an employee, as defined in Section 3401(c) of
the Code, of the Company or of an Affiliate, including Officers and Directors;
provided however that neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute the Director an Employee.

         (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (m) "Fair Market Value" shall mean: (i) if the Common Stock is not
listed on a national securities exchange or traded in the NASDAQ National Market
System or the over-the-counter market, the fair value thereof determined in good
faith by the Committee without taking into account any restrictions on the
shares other than restrictions which, by their terms, will never lapse; or (ii)
if the Common Stock is traded in the over-the-counter market and is not listed
on a national securities exchange or traded on the NASDAQ National Market
System, the average of the closing bid and asked prices for the Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
("NASDAQ") System; or (iii) if the Common Stock is listed on a national
securities exchange or traded on the NASDAQ National Market System, the closing
price of the Common Stock.

         (n) "Incentive Stock Option" shall mean an option to acquire Common
Stock that is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Code.

         (o) "Incentive Stock Option Agreement" shall mean a written agreement
between the Company and an Employee pursuant to which an Incentive Stock Option
is issued to the Employee pursuant to this Plan.


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         (p) "Initial Public Offering" shall mean the consummation of the
Company's sale of its Common Stock in a bona fide, firm commitment or best
efforts underwriting pursuant to a registration statement under the Securities
Act, in which the net proceeds to the Company are not less than $10,000,000.

         (q) "Non-Employee Director" shall mean a director who: (i) is not
currently an officer of and is not otherwise currently employed by, the Company
or an Affiliate of the Company, (ii) does not receive compensation, either
directly or indirectly, from the Company or an Affiliate of the Company, for
services rendered as a consultant or in any capacity other than as a director,
except in an amount permitted by Rule 16b-3 under the Exchange Act, and (iii)
who otherwise meets the definition of a "Non-Employee Director" under Rule
16b-3.

         (r) "Non-Statutory Stock Option" shall mean an option to acquire Common
Stock that is not intended to be an Incentive Stock Option or does not qualify
as an Incentive Stock Option.

         (s) "Non-Statutory Stock Option Agreement" shall mean a written
agreement between the Company and a Participant pursuant to which a
Non-Statutory Stock Option is issued to the Participant pursuant to this Plan.

         (t) "Officer" shall mean a person who is an officer of the Company or
its Affiliate within the meaning of Section 16 of the Exchange Act.

         (u) "Option" shall mean a Non-Statutory Stock Option or an Incentive
Stock Option, as the context may require, granted pursuant to this Plan.

         (v) "Optionee" shall mean the holder of a Non-Statutory Stock Option or
an Incentive Stock Option, as the context may require.

         (w) "Participant" shall mean an Employee, Director, Officer or
Consultant selected by the Committee pursuant to Article III of this Plan to
receive Benefits.

         (x) "Plan" shall mean the Molichem Medicines, Inc. 2001 Stock Award
Plan, as it may be amended from time to time.

         (y) "Reporting Company" shall mean a company that has a class of equity
securities registered under Section 12 of the Exchange Act.

         (z) "Restricted Stock" shall mean Common Stock granted under Article VI
of this Plan or pursuant to the exercise of an Option, and subject to such
restrictions as the Committee may determine as evidenced in a Restricted Stock
Agreement.

         (aa) "Restricted Stock Agreement" shall mean a written agreement
between the Company and a Participant pursuant to which Restricted Stock is
issued to the Participant under this Plan, including, without limitation,
Restricted Stock issued upon exercise of an Option.


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         (bb) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.

                                   ARTICLE II

                                 Administration

         2.1 Administration of Plan. The Plan shall be administered by the
Committee, which shall be appointed by the Board in accordance with Paragraph
2.2. In the event the Board should fail to appoint a Committee, the Board shall
administer the Plan as if it were the Committee. If the Board appoints a
Committee, the Board shall retain the power to take any action permitted to be
taken by the Committee hereunder, or to amend or modify any action taken by the
Committee hereunder.

         2.2 Committee Composition. The Committee shall consist of not less than
two (2) nor more than five (5) Directors, each of whom shall be a Non-Employee
Director and, if so required by the Board, an "outside director" within the
meaning Section 162(m) of the Code and the regulations promulgated thereunder.
Once designated, the Committee shall continue to serve until otherwise directed
by the Board. From time to time, the Board may increase the size of the
Committee, appoint additional members, remove members (with or without cause),
appoint new members in substitution therefor, fill vacancies however caused, and
remove all members of the Committee.

         2.3 Operation of Committee. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the
Committee. In addition, any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully as effective as if
it had been made by a majority vote at a meeting duly called and held. Subject
to the provisions of the Plan, to the provisions of the Company's bylaws, and to
any terms and conditions prescribed by the Board, the Committee may make such
rules and regulations for the conduct of its business as it shall deem
advisable. The Committee shall hold meetings at such time and places as it may
determine. The interpretation and construction by the Committee of any
provisions of the Plan or of any Benefit granted under it shall be final, unless
otherwise determined by the Board.

         2.4 Committee Authority. Subject to the provisions of the Plan and any
conditions and limitations prescribed by the Board consistent with the Plan, the
Committee shall have the authority, in its sole discretion, to:

         (a) designate the Participants eligible to participate in the Plan;

         (b) grant awards provided in the Plan in such form and amount as the
Committee may determine, including without limitation whether each grant shall
be for Incentive Stock Options, Non-Statutory Stock Options or Restricted Stock;


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         (c) impose such limitations, restrictions and conditions upon such
awards as the Committee shall deem appropriate;

         (d) construe and interpret the Plan and Benefits granted under it,
adopt, amend and rescind rules and regulations relating to the Plan, and make
all other determinations and take all other actions necessary or advisable for
the implementation and administration of the Plan.

         2.5 Good Faith Determinations. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any award under the Plan.


                                   ARTICLE III

         Eligibility; Types of Benefits; Shares Subject to the Plan

         3.1 Criteria. The Committee shall from time to time determine and
designate the Participants to receive Benefits under the Plan and the number of
Incentive Stock Options, Non-Statutory Stock Options, or shares of Restricted
Stock to be awarded to such persons; provided, however, that for a person to be
eligible to receive Benefits under the Plan, such person must be included in the
definition of "employee" for purposes of a Form S-8 Registration Statement filed
under the Securities Act; and provided further that only Employees may be
designated to receive Incentive Stock Options; and provided further, however,
that no Benefits may be received by a Consultant under this Plan for services
rendered in connection with the offer and sale of securities in a
capital-raising transaction nor for services rendered that directly or
indirectly promote or maintain a market for the Company's securities. In making
any such awards, the Committee may take into account the nature of services
rendered, commissions or other compensation earned, the capacity of the
Employee, Consultant, Officer or Director to contribute to the success of the
Company or any of its Affiliates, and such other factors as the Committee may
consider relevant.

         3.2 Types of Benefits. Benefits available under the Plan may be awarded
singularly or in any combination provided, however, that Incentive Stock Options
may not be awarded in tandem with Non-Statutory Stock Options where the exercise
of one affects the right to exercise the other.

         3.3 Shares Subject to the Plan. Stock that may be issued under the Plan
shall be authorized and unissued Common Stock. The maximum total number of
shares of Common Stock which may be issued under the Plan shall be two million
seven hundred thousand (2,700,000) shares. For purposes of calculating the
maximum number of shares of Common Stock that may be issued under the Plan:

         (a) The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise;

         (b) When cash is used by the Participant as full payment for shares
issued upon exercise of a Non-Statutory Stock Option or an Incentive Stock
Option or as payment for the purchase of Restricted Shares, all the shares
issued (including the shares, if any, withheld for tax withholding requirements)
shall be counted;



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         (c) When shares of stock, including, without limitation, Common Stock
issued pursuant to the Plan, are used by the Participant as full or partial
payment for shares issued upon exercise of a Non-Statutory Stock Option or an
Incentive Stock Option or as payment for the purchase of Restricted Shares, all
the shares issued (including shares, if any, withheld for tax withholding
requirements, and the shares used in the purchase) shall be counted;

         (d) Any shares of Common Stock subject to a Non-Statutory Stock Option
or an Incentive Stock Option which for any reason is terminated unexercised or
expires shall again be available for issuance under the Plan; and

         (e) If any change is made to the Common Stock subject to the Plan,
through merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidatory dividend,
combination of shares, exchange of shares, change in corporate structure, or
otherwise, the maximum number of shares subject to the Plan shall be
appropriately adjusted.

         3.4 Ten Percent Stockholders. No Employee shall be eligible to receive
an Incentive Stock Option if such Employee owns, or is deemed to beneficially
own under Section 424(d) of the Code, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates, unless (i) the option price is at least one hundred
ten percent (110%) of the Fair Market Value of the Common Stock as the time the
Option is granted; and (ii) the Option is not exercisable after the expiration
of five (5) years (or such shorter period as the Committee may determine).

         3.5 Agreement and Securities Registration.

         (a) If, in the opinion of counsel to the Company, such action is
necessary or desirable, no Options or Restricted Stock shall be granted to any
Participant, and no Options shall be exercisable, unless, at the time of grant
or exercise, as applicable, such Participant (i) represents and warrants that he
will acquire the Common Stock for investment only and not for purposes of resale
or distribution, and (ii) makes such further representations and warranties as
are deemed necessary or desirable by counsel to the Company with regard to
holding and resale of the Common Stock. The Participant shall, upon the request
of the Committee, execute and deliver to the Company an agreement or affidavit
to such effect. Should the Committee have reasonable cause to believe that such
Participant did not execute such agreement or affidavit in good faith, the
Company shall not be bound by the grant of the Option or the Restricted Stock or
by the exercise of the Option. All certificates representing shares of Common
Stock issued pursuant to the Plan shall be marked with the following restrictive
legend or similar legend, if such marking, in the opinion of counsel to the
Company, is necessary or desirable:



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         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACTO OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE. ACCORDINGLY, THESE SHARES MAY NOT BE SOLD, HYPOTHECATED,
         PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
         AND ANY APPLICABLE SECURITIES LAWS OR REGULATIONS OF ANY STATE WITH
         RESPECT TO SUCH SHARES, (II) IN ACCORDANCE WITH SECURITIES AND EXCHANGE
         COMMISSION RULE 144, OR (III) UPON THE ISSUANCE TO THE CORPORATION OF A
         FAVORABLE OPINION OF COUNSEL OR THE SUBMISSION TO THE CORPORATION OF
         SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE CORPORATION THAT SUCH
         PROPOSED SALE, ASSIGNMENT, ENCUMBRANCE OR OTHER TRANSFER WILL NOT BE IN
         VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
         SECURITIES LAWS OF ANY STATE OR ANY RULES OR REGULATIONS THEREUNDER.
         ANY ATTEMPTED TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED
         HEREBY WHICH IS IN VIOLATION OF THE PRECEDING RESTRICTIONS WILL NOT BE
         RECOGNIZED BY THE CORPORATION, NOR WILL ANY TRANSFEREE BE RECOGNIZED AS
         THE OWNER THEREOF BY THE CORPORATION.

If the Common Stock is (A) held by a Participant who is not an "affiliate" as
that term is defined in Rule 144 of the Securities Act, or who ceases to be an
"affiliate", or (B) registered under the Securities Act and all applicable state
securities laws and regulations as provided in Section 3.5(b), the Committee, in
its discretion and with the advice of counsel, may dispense with or authorize
the removal of the restrictive legend set forth above or the portion thereof
which is inapplicable.

         (b) In the event that the Company in its sole discretion shall deem it
necessary or advisable to register, under the Securities Act or any state
securities laws or regulations, any shares with respect to which Options or
Restricted Stock have been granted, or will be granted, hereunder, then the
Company shall take such action at its own expense before delivery of the
certificates representing such shares to a Participant. In such event, and if
the shares of Common Stock of the Company shall be listed on any national
securities exchange or on NASDAQ at the time of the exercise of any Option, the
Company shall make prompt application at its own expense for the listing on such
stock exchange or NASDAQ of the shares of Common Stock to be issued.


                                   ARTICLE IV

                             Incentive Stock Options

         Incentive Stock Options granted pursuant to this Article are intended
to constitute "incentive stock options" under Section 422 of the Code. No
Employee may be granted Incentive Stock Options under this Plan if the aggregate
Fair Market Value (determined as of the date the Option is granted and taking
into account such Option) of stock of the Company and its Affiliates with
respect to which incentive stock options (as defined in Section 422 of the Code)
are exercisable for the first time by such Employee during any calendar year,
under this and all other plans of the Company and its Affiliates, would exceed
one hundred thousand dollars ($100,000).

         The Incentive Stock Option Agreements shall contain terms and
provisions determined by the Committee and consistent with this Plan. The
Committee from time to time may grant Incentive Stock Options to Employees under
this Plan, which grants shall be evidenced by Incentive Stock Option Agreements.



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         4.1 Mandatory Provisions. The Incentive Stock Option Agreements need
not be identical, but each such Incentive Stock Option Agreement shall include,
by appropriate language, the substance of all the following terms and
provisions:

         (a) That the Option granted thereunder is an Incentive Stock Option.

         (b) The number of shares to which it pertains.

         (c) A minimum number of the shares that may be purchased upon each
partial exercise of an Option.

         (d) The option exercise price, which price shall be set by the
Committee and shall be equal to at least one hundred percent (100%) of the Fair
Market Value of the Common Stock at the time the Option is granted; provided,
however, that for an Employee who is a ten percent (10%) stockholder, as
determined in Paragraph 3.4, the option price for the Option shall be at least
one hundred ten percent (110%) of the Fair Market Value of the Common Stock at
the time the Option is granted.

         (e) The date the Option is granted, which shall be the date selected by
the Committee as of which the Committee allots a specific number of shares of
Common Stock to an Employee pursuant to the Plan.

         (f) The time after which the Option expires, provided that the Option
shall not be exercisable after the expiration of ten (10) years from the date it
is granted and that with respect to an employee who is a ten percent (10%)
stockholder, as determined in Paragraph 3.4, the Option shall not be exercisable
after the expiration of five (5) years from the date it is granted.

         (g) That the Option terminates upon termination of employment of the
Employee with either the Company or an Affiliate, except as such period may be
extended under the optional provisions in Paragraph 4.2.

         (h) That the Option is exercisable during the Optionee's lifetime only
by the Optionee, and that the Option shall not be assignable or transferable by
the Optionee except by will or distribution through intestate succession.

         (i) That neither the Optionee, nor any person to whom an Option is
permitted to be transferred, shall be deemed to be the holder of, or have any
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option,
pursuant to its terms, and then only after shares have been issued to the
Optionee.

         (j) The time and medium of payment with respect to exercise of the
Option, provided that if payment is permitted to be made by Common Stock, the
stock shall be valued at its Fair Market Value as of the date the Option is
exercised.



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         (k) Unless modified by the optional provisions in Paragraph 4.2, that
to the extent the Employee (or other person exercising such Option) recognizes
income as a result of the exercise of the Option, the subsequent sale of the
Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then
the Employee shall pay the Company or its applicable Affiliate an amount equal
to the federal, state and local withholding taxes on income so recognized at the
time required by law.

         (l) The treatment of the Options upon merger, reorganization,
recapitalization, exchange of shares, change in corporate structure,
liquidation, stock dividend and similar events.

         4.2 Optional Provisions. Incentive Stock Option Agreements may contain
such other provisions not inconsistent with the Plan and Section 422 of the Code
as the Committee, in its discretion, deems advisable. Without limiting the
foregoing, the Committee may consider inclusion of the following terms:

         (a) That upon termination of Employee's employment with the Company or
its Affiliates other than as a result of death or disability, the Option may be
exercised for an additional period of time specified by the Committee but not
exceeding ninety (90) days.

         (b) That upon termination of Employee's employment with the Company or
its Affiliates as a result of death, the Option may be exercised for an
additional period of time specified by the Committee but not exceeding one (1)
year.

         (c) That upon termination of Employee's employment with the Company or
its Affiliates as a result of disability (within the meaning of Section 22(e)(3)
of the Code and as defined in the Incentive Stock Option Agreement), the Option
may be exercised for an additional period of time specified by the Committee but
not exceeding one (1) year.

         (d) That the Optionee be prohibited from transferring any share of
stock issued upon exercise of an Option within two (2) years from the date of
the granting of the Option or within one (1) year after the transfer of such
share to the Optionee.

         (e) That the total number of shares of stock subject to an Option shall
be allotted in periodic installments (which may, but need not, be equal) and
that from time to time during each of such installment periods, the Option shall
become exercisable ("vest") with respect to some or all of the shares allotted
to that period, and may be exercised with respect to some or all of the shares
allocated to such period and/or any prior period as to which the Option became
vested but was not fully exercised. The Option may be subject to such other
terms and conditions on the time or times when it may be exercised (which may be
based on performance or other criteria) as the Committee may deem appropriate.

         (f) The circumstances under which all or any portion of any Option
granted and not yet vested may or shall have the vesting schedule accelerated or
terminated.

         (g) The circumstances under which all or any portion of any Option
previously granted and unexercised may or shall be terminated.



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         (h) That the shares to be received upon exercise shall be Restricted
Stock and that no exercise of an Option shall be effective until a Restricted
Stock Agreement has been executed with respect to such shares.

         (i) That in the event an Employee accepting a grant of Options under
this Plan incurs federal, state or local income, employment or other withholding
taxes applicable to the income recognized by such Employee and attributable to
the Common Stock issued upon exercise of the Option, the subsequent sale of the
Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then at
the time as may be required by law, the Company or its applicable Affiliate may
provide for payment of the taxes on behalf of the Employee (or other person
exercising such Option) pursuant to one or any combination of the following: (i)
by an advance on behalf of Employee by the Company or such Affiliate pursuant to
a repayment schedule satisfactory to the Company or such Affiliate; or (ii) by
withholding from the Employee's salary, commissions or other compensation; or
(iii) by payment in whole or in part by the Company or such Affiliate.

         (j) If the Company is a Reporting Company, a term providing that any
Common Stock acquired upon exercise of the Option may only be sold or otherwise
transferred in accordance with Rule 16b-3 under the Exchange Act.

         4.3 Prohibited Provision. No Incentive Stock Option Agreement shall
impose an obligation upon the Optionee to exercise an Option.


                                    ARTICLE V

                           Non-Statutory Stock Options

         Non-Statutory Stock Options granted pursuant to this Article are not
intended to constitute "incentive stock options" under Section 422 of the Code.
The Non-Statutory Stock Option Agreement shall contain terms and provisions
determined by the Committee and consistent with this Plan. The Committee from
time to time may grant Non-Statutory Stock Options to Participants under this
Plan, which grants shall be evidenced by Non-Statutory Stock Option Agreements.

         5.1 Mandatory Provisions. The Non-Statutory Stock Option Agreements
need not be identical, but each such Non-Statutory Stock Option Agreement, by
appropriate language, shall include the substance of all the following terms:

         (a) The number of shares to which it pertains.

         (b) A minimum number of the shares that may be purchased upon each
partial exercise of an Option.

         (c) The option exercise price, which price shall be set by the
Committee.



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         (d) The date the Option is granted, which shall be the date selected by
the Committee as of which date the Committee allots a specific number of shares
of Common Stock to a Participant pursuant to the Plan.

         (e) The time after which the Option expires.

         (f) Whether and upon what terms the Option is transferable.

         (g) That neither an Optionee, nor any person to whom an Option is
permitted to be transferred, shall be deemed to be the holder of, or have any
rights of a holder with respect to, any shares subject to such Option unless and
until such person has satisfied all requirements for exercise of the Option,
pursuant to its terms, and then only after shares have been issued to the
Optionee.

         (h) The time and medium of payment with respect to exercise of the
Option, provided that if payment is permitted to be made by Common Stock, the
stock shall be valued at its Fair Market Value as of the date the Option is
exercised.

         (i) Unless modified by the optional provisions in Paragraph 5.2, that
to the extent the Participant (or other person exercising such Option)
recognizes income as a result of the exercise of the Option, the subsequent sale
of the Common Stock issued pursuant to exercise of the Option, or a lapse in the
restrictions on the Restricted Stock issued upon exercise of the Option, then
the Participant shall pay the Company or its applicable Affiliate an amount
equal to the federal, state and local withholding taxes on income so recognized
at the time required by law.

         (j) Terms indicating treatment of the Options upon merger,
reorganization, recapitalization, exchange of shares, change in corporate
structure, liquidation, stock dividend and similar events.

         5.2 Optional Provisions. Non-Statutory Stock Option Agreements may
contain such other provisions not inconsistent with the Plan as the Committee,
in its discretion, shall deem advisable. Without limiting the foregoing, the
Committee shall specifically consider inclusion of the following terms:

         (a) That the total number of shares of stock subject to an Option be
allotted in periodic installments (which may, but need not, be equal) and that
from time to time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allocated
to such period and/or any prior period as to which the Option became vested but
was not fully exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Committee may deem appropriate.

         (b) The circumstances under which all or any portion of any Option
previously granted and unexercised may or shall be terminated, including without
limitation expiration of the Option as it may be related to termination of
employment, death, disability or retirement.


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         (c) The circumstances under which all or any portion of any Option
granted and not yet vested may or shall have the vesting schedule accelerated or
terminated.

         (d) That the shares to be received upon exercise shall be Restricted
Stock and that no exercise of an Option shall be effective until a Restricted
Stock Agreement has been executed with respect to such shares.

         (e) That in the event a Participant accepting a grant of Options under
this Plan incurs federal, state or local income, employment or other withholding
taxes applicable to the income recognized by such Participant and attributable
to the Common Stock issued upon exercise of the Option, the subsequent sale of
the Common Stock issued pursuant to exercise of the Option, or a lapse of the
restrictions on the Restricted Stock, then at the time as may be required by
law, the Company or its applicable Affiliate may provide for payment of the
taxes on behalf of the Participant (or other person exercising such Option)
pursuant to one or any combination of the following: (i) by an advance on behalf
of Participant by the Company or such Affiliate pursuant to a repayment schedule
satisfactory to the Company or such Affiliate; or (ii) by withholding from the
Participant's salary, commissions or other compensation; or (iii) by payment in
whole or in part by the Company or such Affiliate.

         (f) If the Company is a Reporting Company, a term providing that the
Option any Common Stock acquired upon exercise of the Option may only be sold or
otherwise transferred in accordance with Rule 16b-3 under the Exchange Act.

         5.3 Prohibited Provision. No Non-Statutory Stock Option Agreement shall
impose an obligation on the Optionee to exercise an Option.


                                   ARTICLE VI

                                Restricted Stock

         The Committee from time to time may award Restricted Stock to
Participants under this Plan, which awards shall be evidenced by Restricted
Stock Agreements. The Restricted Stock Agreements shall contain terms and
provisions determined by the Committee, and consistent with this Plan.

         6.1 Mandatory Provisions. The Restricted Stock Agreements need not be
identical, but each such Restricted Stock Agreement, by appropriate language,
shall include the substance of all the following terms:

         (a) The number of shares of Restricted Stock to which it pertains.

         (b) The price for the issuance of the shares of Restricted Stock, which
price shall be set by the Committee.


                                      E-14
<PAGE>


         (c) The time and medium of payment with respect for the Restricted
Stock, provided that if payment is permitted to be made by Common Stock, the
stock shall be valued at its Fair Market Value as of the date the payment.

         (d) The restrictions that are to be placed on the stock, which
restrictions may include but need not be limited to limitations on the sale,
transfer or encumbrance of the Restricted Stock, and rights of first refusal,
mandatory or optional puts or calls, and forfeiture upon the occurrence of
certain events.

         (e) The time, if any, when the restrictions terminate or lapse.

         (f) Unless modified by the optional provisions in Paragraph 6.2, that
to the extent the Participant recognizes income attributable to the receipt of
the Restricted Stock or upon subsequent lapse of the restrictions on the
Restricted Stock, then at the time as may be required by law, the Participant
shall pay the Company or its applicable Affiliate an amount equal to the
federal, state and local withholding taxes on income so recognized at the time
required by law.

         (g) That if any change is made in the Common Stock by reason of any
merger, consolidation, reorganization, recapitalization, stock dividend, split
up, combination of shares, exchange of shares, change in corporate structure, or
otherwise, any shares received by a Participant with respect to Restricted Stock
shall be subject to the same restrictions applicable to such Restricted Stock.

         6.2 Optional Provisions. The Restricted Stock Agreement may contain
such other provisions not inconsistent with the Plan as the Committee in its
discretion shall deem advisable. Without limiting the foregoing, the Committee
shall specifically consider inclusion of the following terms:

         (a) The circumstances under which the time at which any or all of the
restrictions lapse may be accelerated.

         (b) That the Participant receiving the Restricted Stock must file an
election under Section 83(b) of the Code and pay the applicable taxes due upon
such filing.

         (c) That in the event a Participant accepting Restricted Stock under
this Plan incurs federal, state or local income, employment or other withholding
taxes applicable to the income recognized by such Participant and attributable
to the receipt of the Restricted Stock or upon subsequent lapse of the
restrictions on the Restricted Stock, then at the time as may be required by
law, the Company or its applicable Affiliate may provide for payment of the
taxes on behalf of the Participant pursuant to one or any combination of the
following: (i) by an advance on behalf of Participant by the Company or such
Affiliate pursuant to a repayment schedule satisfactory to the Company or such
Affiliate; or (ii) by withholding from the Participant's salary, commissions or
other compensation; or (iii) by payment in whole or in part by the Company or
such Affiliate.


                                      E-15

<PAGE>


                                   ARTICLE VII

                            Miscellaneous Provisions

         7.1 Right to Terminate Employment. Nothing in this Plan shall confer
upon any Participant the right to be employed by the Company, or, if already
employed, to continue in the employment of the Company or of any Affiliate or
affect any right which the Company or any Affiliate may have to terminate the
employment of such Participant.

         7.2 Securities Laws. Each Benefit awarded under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject to the Plan upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any governmental authority, or
(iii) an agreement by the recipient of an award with respect to the disposition
of shares of Common Stock, is necessary or desirable as a condition of, or in
connection with, the granting of such Benefit or the issue or purchase of shares
of Common Stock thereunder, the award of such Benefit may not be consummated in
whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority deemed by the
Company's counsel to be necessary to the lawful issuance of any shares of its
Common Stock hereunder shall relieve the Company of any liability in respect of
the nonissuance or sale of such stock as to which such requisite authority shall
not have been obtained.

         7.3 Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority in order to issue
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Plan.

         7.4 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Benefit granted under the Plan, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or willful misconduct in the
performance of his duties, provided that within sixty (60) days after
institution of any such action, suit or proceeding, a Committee member shall
have offered the Company, in writing, the opportunity, at its own expense, to
handle and defend the same.


                                      E-16

<PAGE>


         7.5 Amendment, Modification, Suspension or Discontinuance of the Plan.
The Board, without stockholder approval, may from time to time alter, amend,
suspend or terminate this Plan for the purpose of improving the effectiveness of
the Plan as an incentive device, or conforming the Plan to applicable
governmental regulations or to any change in applicable law or regulations, or
any other purpose permitted by law; provided, however, that no such action by
the Board shall adversely affect any Benefit theretofore granted under the Plan
without the consent of the holder so affected; provided further, however, that
the Board may not increase the number of shares of Common Stock authorized under
Paragraph 3.3 of this Plan or change the employees or class of employees
eligible to participate in the Plan without the approval of the stockholders of
the Company; and provided further, however, that the Board shall submit any
amendments to the stockholders of the Company for approval to the extent
necessary to maintain compliance with the requirements of Rule 16b-3 under the
Exchange Act, Section 422 of the Code for Incentive Stock Options, and Section
162(m) of the Code for awards made under that section.

         7.6 Use of Proceeds. Proceeds from the sale of stock pursuant to
Options or from the sale of Restricted Stock shall constitute general funds of
the Company.

         7.7 Governing Law. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the internal laws of the
State of Delaware.

         7.8 Designation. This Plan may be referred to in other documents and
instruments as the "Molichem Medicines, Inc. 2001 Stock Award Plan".



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