2000 Stock Incentive Plan - AgraQuest Inc.

                                AGRAQUEST, INC.

                           2000 STOCK INCENTIVE PLAN

                as Amended and Restated as of January 12, 2001

     1.   Purposes of the Plan. The purposes of this Stock Incentive Plan are to
          --------------------
attract and retain the best available personnel, to provide additional incentive
to Employees, Directors and Consultants and to promote the success of the
Company's business.

     2.   Definitions. As used herein, the following definitions shall apply:
          -----------

          (a)  "Administrator" means the Board or any of the Committees
                -------------
appointed to administer the Plan.

          (b)  "Affiliate" and "Associate" shall have the respective meanings
                ---------       ---------
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

          (c)  "Applicable Laws" means the legal requirements relating to the
                ---------------
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

          (d)  "Award" means the grant of an Option, SAR, Dividend Equivalent
                -----
Right, Restricted Stock, Performance Unit, Performance Share, or other right or
benefit under the Plan.

          (e)  "Award Agreement" means the written agreement evidencing the
                ---------------
grant of an Award executed by the Company and the Grantee, including any
amendments thereto.

          (f)  "Board" means the Board of Directors of the Company.
                -----

          (g)  "Cause" means, with respect to the termination by the Company or
                -----
a Related Entity of the Grantee's Continuous Service, that such termination is
for "Cause" as such term is expressly defined in a then-effective written
agreement between the Grantee and the Company or such Related Entity, or in the
absence of such then-effective written agreement and definition, is based on, in
the determination of the Administrator, the Grantee's: (i) refusal or failure to
act in accordance with any specific, lawful direction or order of the Company or
a Related Entity; (ii) unfitness or unavailability for service or unsatisfactory
performance (other than as a result of Disability); (iii) performance of any act
or failure to perform any act in bad faith and to the detriment of the Company
or a Related Entity; (iv) dishonesty, intentional misconduct or material breach
of any agreement with the Company or a Related Entity; or (v) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person. At least 30 days prior to the termination of the Grantee's
Continuous Service pursuant to (i) or (ii) above, the Administrator shall
provide the Grantee with notice of the 

 
Company's or such Related Entity's intent to terminate, the reason therefor, and
an opportunity for the Grantee to cure such defects in his or her service to the
Company's or such Related Entity's satisfaction. During this 30 day (or longer)
period, no Award issued to the Grantee under the Plan may be exercised or
purchased.

          (h)  "Change in Control" means a change in ownership or control of the
                -----------------
Company effected through either of the following transactions:

               (i)  the direct or indirect acquisition by any person or related
group of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

               (ii) a change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who are
Continuing Directors.

          (i)  "Code" means the Internal Revenue Code of 1986, as amended.
                ----                                                      

          (j)  "Committee" means any committee appointed by the Board to
                ---------
administer the Plan.

          (k)  "Common Stock" means the common stock of the Company.
                ------------                                        

          (l)  "Company" means AgraQuest, Inc., a Delaware corporation.
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          (m)  "Consultant" means any person (other than an Employee or a
                ----------
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

          (n)  "Continuing Directors" means members of the Board who either (i)
                -------------------- 
have been Board members continuously for a period of at least thirty-six (36)
months or (ii) have been Board members for less than thirty-six (36) months and
were elected or nominated for election as Board members by at least a majority
of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.

          (o)  "Continuous Service" means that the provision of services to the
                ------------------ 
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or 

                                      -2-

 
terminated. Continuous Service shall not be considered interrupted in the case
of (i) any approved leave of absence, (ii) transfers among the Company, any
Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in
the service of the Company or a Related Entity in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Award Agreement). An
approved leave of absence shall include sick leave, military leave, or any other
authorized personal leave. For purposes of each Incentive Stock Option granted
under the Plan, if such leave exceeds ninety (90) days, and reemployment upon
expiration of such leave is not guaranteed by statute or contract, then the
Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the
day three (3) months and one (1) day following the expiration of such ninety
(90) day period.

          (p)  "Corporate Transaction" means any of the following transactions:
                ---------------------  

               (i)    a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

               (ii)   the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

               (iii)  approval by the Company's shareholders of any plan or
proposal for the complete liquidation or dissolution of the Company;

               (iv)   any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such securities
immediately prior to such merger; or

               (v)    acquisition by any person or related group of persons
(other than the Company or by a Company-sponsored employee benefit plan) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's outstanding securities (whether or not in a transaction
also constituting a Change in Control), but excluding any such transaction that
the Administrator determines shall not be a Corporate Transaction.

          (q)  "Covered Employee" means an Employee who is a "covered employee" 
                ----------------
under Section 162(m)(3) of the Code.

          (r)  "Director" means a member of the Board or the board of directors
                --------  
of any Related Entity.

          (s)  "Disability" means a Grantee would qualify for benefit payments
                ----------  
under the long-term disability policy of the Company or the Related Entity to
which the Grantee 

                                      -3-

 
provides services regardless of whether the Grantee is covered by such policy.
If the Company or the Related Entity to which the Grantee provides service does
not have a long-term disability plan in place, "Disability" means that a Grantee
is permanently unable to carry out the responsibilities and functions of the
position held by the Grantee by reason of any medically determinable physical or
mental impairment. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Administrator in its discretion.

          (t)  "Dividend Equivalent Right" means a right entitling the Grantee
                -------------------------  
to compensation measured by dividends paid with respect to Common Stock.

          (u)  "Employee" means any person, including an Officer or Director,
                --------  
who is an employee of the Company or any Related Entity. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

          (v)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------  
amended.

          (w)  "Fair Market Value" means, as of any date, the value of Common
                -----------------  
Stock determined as follows:

               (i)  Where there exists a public market for the Common Stock, the
Fair Market Value shall be (A) the closing price for a Share for the last market
trading day prior to the time of the determination (or, if no closing price was
reported on that date, on the last trading date on which a closing price was
reported) on the stock exchange determined by the Administrator to be the
primary market for the Common Stock or the Nasdaq National Market, whichever is
applicable or (B) if the Common Stock is not traded on any such exchange or
national market system, the average of the closing bid and asked prices of a
Share on the Nasdaq Small Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on that date, on the last
date on which such prices were reported), in each case, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

               (ii) In the absence of an established market for the Common Stock
of the type described in (i), above, the Fair Market Value thereof shall be
determined by the Administrator in good faith.

          (x)  "Good Reason" means the occurrence after a Corporate Transaction,
                -----------  
Change in Control or a Related Entity Disposition of any of the following events
or conditions unless consented to by the Grantee:

               (i)  (A) a change in the Grantee's status, title, position or
responsibilities which represents an adverse change from the Grantee's status,
title, position or responsibilities as in effect at any time within six (6)
months preceding the date of a Corporate Transaction, Change in Control or
Related Entity Disposition or at any time thereafter or (B) the assignment to
the Grantee of any duties or responsibilities which are inconsistent with the
Optionee's status, title, position or responsibilities as in effect at any time
within six (6) months 

                                      -4-

 
preceding the date of a Corporate Transaction, Change in Control or Related
Entity Disposition or at any time thereafter;

               (ii)   reduction in the Grantee's base salary to a level below
that in effect at any time within six (6) months preceding the date of a
Corporate Transaction, Change in Control or Related Entity Disposition or at any
time thereafter; or

               (iii)  requiring the Grantee to be based at any place outside a
50-mile radius from the Grantee's job location or residence prior to the
Corporate Transaction, Change in Control or Related Entity Disposition, except
for reasonably required travel on business which is not materially greater than
such travel requirements prior to the Corporate Transaction, Change in Control
or Related Entity Disposition. "Grantee" means an Employee, Director or
                                -------  
Consultant who receives an Award pursuant to an Award Agreement under the Plan.

          (y)  "Immediate Family" means any child, stepchild, grandchild,
                ----------------  
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent (50%) of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more
than fifty percent (50%) of the voting interests.

          (z)  "Incentive Stock Option" means an Option intended to qualify as
                ----------------------  
an incentive stock option within the meaning of Section 422 of the Code.

          (aa) "Non-Qualified Stock Option" means an Option not intended to
                --------------------------  
qualify as an Incentive Stock Option.

          (bb) "Officer" means a person who is an officer of the Company or a
                -------  
Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

          (cc) "Option" means an option to purchase Shares pursuant to an Award
                ------  
Agreement granted under the Plan.

          (dd) "Parent" means a "parent corporation," whether now or hereafter
                ------  
existing, as defined in Section 424(e) of the Code.

          (ee) "Performance - Based Compensation" means compensation qualifying
                --------------------------------  
as "performance-based compensation" under Section 162(m) of the Code.

          (ff) "Performance Shares" means Shares or an Award denominated in
                ------------------  
Shares which may be earned in whole or in part upon attainment of performance
criteria established by the Administrator.

                                      -5-

 
          (gg) "Performance Units" means an Award which may be earned in whole
                -----------------  
or in part upon attainment of performance criteria established by the
Administrator and which may be settled for cash, Shares or other securities or a
combination of cash, Shares or other securities as established by the
Administrator.

          (hh) "Plan" means this 2000 Stock Incentive Plan, as amended and
                ----  
restated.

          (ii) "Registration Date" means the first to occur of (i) the closing
                -----------------  
of the first sale to the general public of (A) the Common Stock or (B) the same
class of securities of a successor corporation (or its Parent) issued pursuant
to a Corporate Transaction in exchange for or in substitution of the Common
Stock, pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended; and (ii) in the event of a Corporate Transaction, the date of the
consummation of the Corporate Transaction if the same class of securities of the
successor corporation (or its Parent) issuable in such Corporate Transaction
shall have been sold to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended on or prior to the date of
consummation of such Corporate Transaction.

          (jj) "Related Entity" means any Parent, Subsidiary and any business,
                --------------  
corporation, partnership, limited liability company or other entity in which the
Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

          (kk) "Related Entity Disposition" means the sale, distribution or
                --------------------------  
other disposition by the Company, a Parent or a Subsidiary of all or
substantially all of the interests of the Company, a Parent or a Subsidiary in
any Related Entity effected by a sale, merger or consolidation or other
transaction involving that Related Entity or the sale of all or substantially
all of the assets of that Related Entity, other than any Related Entity
Disposition to the Company, a Parent or a Subsidiary.

          (ll) "Restricted Stock" means Shares issued under the Plan to the
                ----------------  
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Administrator.

          (mm) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
                ----------  
or any successor thereto.

          (nn) "SAR" means a stock appreciation right entitling the Grantee to
                ---
Shares or cash compensation, as established by the Administrator, measured by
appreciation in the value of Common Stock.

          (oo) "Share" means a share of the Common Stock.
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                                      -6-

 
          (pp) "Subsidiary" means a "subsidiary corporation," whether now or
                ----------                                                  
hereafter existing, as defined in Section 424(f) of the Code.

     3.   Stock Subject to the Plan.
          ------------------------- 

          (a)  Subject to the provisions of Section 10, below, the maximum
aggregate number of Shares which may be issued pursuant to Awards initially
shall be 2,000,000 Shares, and commencing with the first business day of each
calendar year thereafter beginning with January 1, 2003, such maximum aggregate
number of Shares shall be increased by 250,000 Shares. Notwithstanding the
foregoing, subject to the provisions of Section 10, below, the maximum aggregate
number of Shares available for grant of Incentive Stock Options shall be
2,000,000 Shares, and such number shall not be subject to annual adjustment as
described above. The Shares to be issued pursuant to Awards may be authorized,
but unissued, or reacquired Common Stock.

          (b)  Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Award shall not be returned to the Plan and shall
not become available for future issuance under the Plan, except that if unvested
Shares are forfeited, or repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.

     4.   Administration of the Plan.
          -------------------------- 

          (a)  Plan Administrator.
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               (i)    Administration with Respect to Directors and Officers.
                      ----------------------------------------------------- 
With respect to grants of Awards to Directors or Employees who are also Officers
or Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.

               (ii)   Administration With Respect to Consultants and Other
                      ----------------------------------------------------
Employees. With respect to grants of Awards to Employees or Consultants who are
---------
neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

               (iii)  Administration With Respect to Covered Employees.
                      ------------------------------------------------
Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
to qualify 

                                      -7-

 
as Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or more Directors
eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees,
references to the "Administrator" or to a "Committee" shall be deemed to be
references to such Committee or subcommittee.

               (iv)   Administration Errors. In the event an Award is granted in
                      ---------------------
a manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

          (b)  Powers of the Administrator. Subject to Applicable Laws and the
               ---------------------------
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

               (i)    to select the Employees, Directors and Consultants to whom
Awards may be granted from time to time hereunder;

               (ii)   to determine whether and to what extent Awards are granted
hereunder;

               (iii)  to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;

               (iv)   to approve forms of Award Agreements for use under the
Plan;

               (v)    to determine the terms and conditions of any Award granted
hereunder;

               (vi)   to amend the terms of any outstanding Award granted under
the Plan, provided that any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent;

               (vii)  to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan, including without limitation, any notice of Award
or Award Agreement, granted pursuant to the Plan;

               (viii) to establish additional terms, conditions, rules or
procedures to accommodate the rules or laws of applicable foreign jurisdictions
and to afford Grantees favorable treatment under such laws; provided, however,
that no Award shall be granted under any such additional terms, conditions,
rules or procedures with terms or conditions which are inconsistent with the
provisions of the Plan; and

               (ix)   to take such other action, not inconsistent with the terms
of the Plan, as the Administrator deems appropriate.

                                      -8-

 
     5.   Eligibility. Awards other than Incentive Stock Options may be granted
          -----------
to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company, a Parent or a Subsidiary. An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.

     6.   Terms and Conditions of Awards.
          ------------------------------

          (a)  Type of Awards. The Administrator is authorized under the Plan to
               --------------
award any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) an Option, a SAR or similar right
with a fixed or variable price related to the Fair Market Value of the Shares
and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or
other conditions, or (iii) any other security with the value derived from the
value of the Shares. Such awards include, without limitation, Options, SARs,
sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance
Units or Performance Shares, and an Award may consist of one such security or
benefit, or two (2) or more of them in any combination or alternative.

          (b)  Designation of Award. Each Award shall be designated in the Award
               --------------------
Agreement. In the case of an Option, the Option shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options, to the extent of the Shares covered thereby in excess of the foregoing
limitation, shall be treated as Non-Qualified Stock Options. For this purpose,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares shall be determined as of
the date the Option with respect to such Shares is granted.

          (c)  Conditions of Award. Subject to the terms of the Plan, the
               -------------------
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator.
Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement.

                                      -9-

 
          (d)  Acquisitions and Other Transactions. The Administrator may issue
               -----------------------------------
Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a
Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase, asset
purchase or other form of transaction.

          (e)  Deferral of Award Payment. The Administrator may establish one or
               -------------------------
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

          (f)  Award Exchange Programs. The Administrator may establish one or
               -----------------------
more programs under the Plan to permit selected Grantees to exchange an Award
under the Plan for one or more other types of Awards under the Plan on such
terms and conditions as determined by the Administrator from time to time.

          (g)  Separate Programs. The Administrator may establish one or more
               -----------------
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

          (h)  Individual Option and SAR Limit. The maximum number of Shares
               -------------------------------
with respect to which Options and SARs may be granted to any Grantee in any
fiscal year of the Company shall be five hundred thousand (500,000) Shares. The
foregoing limitation shall be adjusted proportionately in connection with any
change in the Company's capitalization pursuant to Section 10, below. To the
extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitation with respect to a Grantee, if any Option or
SAR is canceled, the canceled Option or SAR shall continue to count against the
maximum number of Shares with respect to which Options and SARs may be granted
to the Grantee. For this purpose, the repricing of an Option (or in the case of
a SAR, the base amount on which the stock appreciation is calculated is reduced
to reflect a reduction in the Fair Market Value of the Common Stock) shall be
treated as the cancellation of the existing Option or SAR and the grant of a new
Option or SAR.

          (i)  Early Exercise. The Award Agreement may, but need not, include a
               --------------
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be subject
to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.

                                      -10-

 
     (j) Term of Award.  The term of each Award shall be the term stated in the
         -------------                                                         
Award Agreement, provided, however, that the term of an Incentive Stock Option
shall be no more than ten (10) years from the date of grant thereof.   However,
in the case of an Incentive Stock Option granted to a Grantee who, at the time
the Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from
the date of grant thereof or such shorter term as may be provided in the Award
Agreement.

     (k) Transferability of Awards.  Incentive Stock Options may not be sold,
         -------------------------                                           
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Grantee, only by the Grantee; provided, however, that
the Grantee may designate a beneficiary of the Grantee's Incentive Stock Option
in the event of the Grantee's death on a beneficiary designation form provided
by the Administrator.  Other Awards may be transferred by gift or through a
domestic relations order to members of the Grantee's Immediate Family to the
extent provided in the Award Agreement or in the manner and to the extent
determined by the Administrator.

     (l) Time of Granting Awards.  The date of grant of an Award shall for all
         -----------------------                                              
purposes be the date on which the Administrator makes the determination to grant
such Award, or such other date as is determined by the Administrator.  Notice of
the grant determination shall be given to each Employee, Director or Consultant
to whom an Award is so granted within a reasonable time after the date of such
grant.

  7. Award Exercise or Purchase Price, Consideration and Taxes.
     --------------------------------------------------------- 

     (a) Exercise or Purchase Price.  The exercise or purchase price, if any,
         --------------------------                                          
for an Award shall be as follows:

         (i)  In the case of an Incentive Stock Option:

              (A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be not less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of grant; or

              (B) granted to any Employee other than an Employee described in
the preceding paragraph, the per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.

         (ii) In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be not less than of the Fair Market Value per Share on the
date of grant.

                                      -11-

 
        (iii)  In the case of Awards intended to qualify as Performance-Based
Compensation, the exercise or purchase price, if any, shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.

        (iv)   In the case of other Awards, such price as is determined by the
Administrator.

        (v)    Notwithstanding the foregoing provisions of this Section 7(a), in
the case of an Award issued pursuant to Section 6(d), above, the exercise or
purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code.

    (b) Consideration.  Subject to Applicable Laws, the consideration to be
        -------------                                                      
paid for the Shares to be issued upon exercise or purchase of an Award including
the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant).
In  addition to any other types of consideration the Administrator may
determine, the Administrator is authorized to accept as consideration for Shares
issued under the Plan the following, provided that the portion of the
consideration equal to the par value of the Shares must be paid in cash or other
legal consideration permitted by the Delaware General Corporation Law:

        (i)    cash;

        (ii)   check;

        (iii)  delivery of Grantee's promissory note with such recourse,
interest, security, and redemption provisions as the Administrator determines as
appropriate;

        (iv)   if the exercise or purchase occurs on or after the Registration
Date, surrender of Shares or delivery of a properly executed form of attestation
of ownership of Shares as the Administrator may require (including withholding
of Shares otherwise deliverable upon exercise of the Award) which have a Fair
Market Value on the date of surrender or attestation equal to the aggregate
exercise price of the Shares as to which said Award shall be exercised (but only
to the extent that such exercise of the Award would not result in an accounting
compensation charge with respect to the Shares used to pay the exercise price
unless otherwise determined by the Administrator);

        (v)    with respect to Options, if the exercise occurs on or after the
Registration Date, payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (A) shall provide written instructions to a
Company designated brokerage firm to effect the immediate sale of some or all of
the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (B) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction; or

                                      -12-

 
         (vi)  any combination of the foregoing methods of payment.

     (c) Taxes.  No Shares shall be delivered under the Plan to any Grantee or
         -----                                                                
other person until such Grantee or other person has made arrangements acceptable
to the Administrator for the satisfaction of any foreign, federal, state, or
local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying
disposition of Shares received on exercise of an Incentive Stock Option.  Upon
exercise of an Award, the Company shall withhold or collect from Grantee an
amount sufficient to satisfy such tax obligations.

  8. Exercise of Award.
     ----------------- 

     (a) Procedure for Exercise; Rights as a Stockholder.
         ----------------------------------------------- 

         (i)   Any Award granted hereunder shall be exercisable at such times
and under such conditions as determined by the Administrator under the terms of
the Plan and specified in the Award Agreement.

         (ii)  An Award shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Award by the person entitled to exercise the Award and full payment for the
Shares with respect to which the Award is exercised, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(v). Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to Shares subject to an Award, notwithstanding the exercise
of an Option or other Award. The Company shall issue (or cause to be issued)
such stock certificate promptly upon exercise of the Award. No adjustment will
be made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in the Award Agreement
or Section 10, below.

     (b) Exercise of Award Following Termination of Continuous Service.
         ------------------------------------------------------------- 

         (i)   An Award may not be exercised after the termination date of such
Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee's Continuous Service only to the extent provided in the
Award Agreement.

         (ii)  Where the Award Agreement permits a Grantee to exercise an Award
following the termination of the Grantee's Continuous Service for a specified
period, the Award shall terminate to the extent not exercised on the last day of
the specified period or the last day of the original term of the Award,
whichever occurs first.

         (iii) Any Award designated as an Incentive Stock Option to the extent
not exercised within the time permitted by law for the exercise of Incentive
Stock Options following the termination of a Grantee's Continuous Service shall
convert automatically to a

                                      -13-

 
Non-Qualified Stock Option and thereafter shall be exercisable as such to the
extent exercisable by its terms for the period specified in the Award Agreement.

   9.     Conditions Upon Issuance of Shares.
          ---------------------------------- 

          (a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b) As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.

  10.     Adjustments Upon Changes in Capitalization.  Subject to any required
          ------------------------------------------                          
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Options
and SARs may be granted to any Grantee in any fiscal year of the Company, as
well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number
of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or similar event
affecting the Shares, (ii) any other increase or decrease in the number of
issued Shares effected without receipt of consideration by the Company, or (iii)
as the Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies or any
similar transaction; provided, however that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration."  Such adjustment shall be made by the Administrator
and its determination shall be final, binding and conclusive.  Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
number or price of Shares subject to an Award.

  11.     Corporate Transactions/Changes in Control/Related Entity Dispositions.
Except as may be provided in an Award Agreement:

          (a) In the event of any Corporate Transaction, each Award which is at
the time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any restrictions on transfer (other than
transfer restrictions applicable to Options) and repurchase or forfeiture
rights, immediately prior to the specified effective date of such Corporate
Transaction, for all of the Shares at the time represented by such Award.
Effective upon the consummation of the Corporate Transaction, all outstanding
Awards under the Plan

                                      -14-

 
shall terminate. However, all such Awards shall not terminate if the Awards are,
in connection with the Corporate Transaction, assumed by the successor
corporation or Parent thereof. In addition, an outstanding Award under the Plan
shall not so fully vest and be exercisable and released from such limitations if
and to the extent: (i) such Award is, in connection with the Corporate
Transaction, either assumed by the successor corporation or Parent thereof or
replaced with a comparable Award with respect to shares of the capital stock of
the successor corporation or Parent thereof or (ii) such Award is to be replaced
with a cash incentive program of the successor corporation which preserves the
compensation element of such Award existing at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same
vesting schedule applicable to such Award; provided, however, that such Award
(if assumed), the replacement Award (if replaced), or the cash incentive program
automatically shall become fully vested, exercisable and payable and be released
from any restrictions on transfer (other than transfer restrictions applicable
to Options) and repurchase or forfeiture rights immediately upon termination of
the Grantee's Continuous Service (substituting the successor employer
corporation for "Company or Related Entity" for the definition of "Continuous
Service") if such Continuous Service is terminated by the successor company
without Cause or voluntarily by the Grantee with Good Reason within twelve (12)
months of the Corporate Transaction. The determination of Award comparability
above shall be made by the Administrator.

          (b) Following a Change in Control (other than a Change in Control
which also is a Corporate Transaction) and upon the termination of the
Continuous Service of a Grantee if such Continuous Service is terminated by the
Company or Related Entity without Cause or voluntarily by the Grantee with Good
Reason within twelve (12) months of a Change in Control, each Award of such
Grantee which is at the time outstanding under the Plan automatically shall
become fully vested and exercisable and be released from any restrictions on
transfer (other than transfer restrictions applicable to Options) and repurchase
or forfeiture rights, immediately upon the termination of such Continuous
Service.

          (c) Effective upon the consummation of a Related Entity Disposition,
for purposes of the Plan and all Awards, the Continuous Service of each Grantee
who is at the time engaged primarily in service to the Related Entity involved
in such Related Entity Disposition shall be deemed to terminate and each Award
of such Grantee which is at the time outstanding under the Plan automatically
shall become fully vested and exercisable and be released from any restrictions
on transfer (other than transfer restrictions applicable to Options) and
repurchase or forfeiture rights for all of the Shares at the time represented by
such Award and be exercisable in accordance with the terms of the Award
Agreement evidencing such Award.  However, such Continuous Service shall be not
be deemed to terminate if such Award is, in connection with the Related Entity
Disposition, assumed by the successor entity or its Parent.  In addition, such
Continuous Service shall not be deemed to terminate and an outstanding Award
under the Plan shall not so fully vest and be exercisable and released from such
limitations if and to the extent:  (i) such Award is, in connection with the
Related Entity Disposition, either to be assumed by the successor entity or its
parent or to be replaced with a comparable Award with respect to interests in
the successor entity or its parent or (ii) such Award is to be replaced with a
cash incentive program of the successor entity which preserves the compensation
element of such Award

                                      -15-

 
existing at the time of the Related Entity Disposition and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such Award; provided, however, that such Award (if assumed), the replacement
Award (if replaced), or the cash incentive program automatically shall become
fully vested, exercisable and payable and be released from any restrictions on
transfer (other than transfer restrictions applicable to Options) and repurchase
or forfeiture rights immediately upon termination of the Grantee's Continuous
Service (substituting the successor employer entity for "Company or Related
Entity" for the definition of "Continuous Service") if such Continuous Service
is terminated by the successor entity without Cause or voluntarily by the
Grantee with Good Reason within twelve (12) months of the Related Entity
Disposition. The determination of Award comparability above shall be made by the
Administrator.

          (d) Notwithstanding the foregoing, in the event of a  Corporate
Transaction, Change in Control or Related Entity Disposition which is also
intended to constitute a "pooling of interests" under generally accepted
accounting principles, the Administrator shall take such actions, if any, which
are specifically recommended by an independent accounting firm retained by the
Company to the extent reasonably necessary in order to insure that the Corporate
Transaction, Change in Control or Related Entity Disposition, as the case may
be, will qualify as a pooling of interests, including without limitation, (i)
deferring the exercisability or payment of an Award, (ii) providing that payment
in respect of an Award will be made in the form of cash, Shares or securities of
a successor or acquiror of the Company, or a combination of the foregoing and
(iii) providing for the extension of the term of any Award to the extent
necessary to accommodate the foregoing, but not beyond the maximum term
permitted for any Award.

          (e) The portion of any Incentive Stock Option accelerated under this
Section 11 in connection with a Corporate Transaction, Change in Control or
Related Entity Disposition shall remain exercisable as an Incentive Stock Option
under the Code only to the extent the $100,000 dollar limitation of Section
422(d) of the Code is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated excess portion of such Option shall be exercisable as
a Non-Qualified Stock Option.

  12.     Effective Date and Term of Plan.  The Plan, prior to this amendment
          -------------------------------                                    
and restatement (the "Original Plan") became effective upon its adoption by the
Board on November 28, 2000. The Original Plan was approved by stockholders on
November 30, 2000. The amendments to the Original Plan in the form of this
amendment and restatement shall become effective upon their adoption by the
Board; provided, however, that the amendements to Sections 6(j), 7(a)(ii)(A),
8(a)(i), 12 and 19 of the Original Plan shall become effective upon the later of
their adoption by the Board or the Registration Date. The Plan shall continue in
effect for a term of ten (10) years from the effective date of the Original Plan
unless sooner terminated. Subject to Section 17, below, and Applicable Laws,
Awards may be granted under the Plan upon its becoming effective.

  13.     Amendment, Suspension or Termination of the Plan.
          ------------------------------------------------ 

                                      -16-

 
        (a) The Board may at any time amend, suspend or terminate the Plan. To
the extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

        (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

        (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Administrator, which agreement must be in writing
and signed by the Grantee and the Company.

  14.   Reservation of Shares.
        --------------------- 

        (a) The Company, during the term of the Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

        (b) The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

  15.   No Effect on Terms of Employment/Consulting Relationship.  The Plan
        --------------------------------------------------------           
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the Company's right to terminate the Grantee's Continuous Service at any time,
with or without cause.

  16.   No Effect on Retirement and Other Benefit Plans. Except as specifically
        -----------------------------------------------
provided in a retirement or other benefit plan of the Company or a Related
Entity, Awards shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or a Related
Entity, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or
amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

  17.   Stockholder Approval.  The grant of Incentive Stock Options under the
        --------------------                                                 
Original Plan was approved by stockholders on November 30, 2000.  The grant of
Incentive Stock Options under the Plan with respect to the increased number of
Shares shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock
Options pursuant to Section 424(a) of the Code. Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive

                                      -17-

 
Stock Options under the Plan with respect to such increased number of Shares
prior to approval by the stockholders, but until such approval is obtained, no
such Incentive Stock Option shall be exercisable. In the event that such
stockholder approval is not obtained within the twelve (12) month period
provided above, all Incentive Stock Options previously granted under the Plan
with respect to the increased number of Shares shall be exercisable as Non-
Qualified Stock Options.
 

                                      -18-