                           CORNICHE GROUP INCORPORATED
                         2003 Equity Participation Plan

          1.  Purpose of the Plan.  The Corniche Group Incorporated  2003 Equity
Participation Plan (the "Plan") is intended to advance the interests of Corniche
Group  Incorporated  (the  "Company")  by  inducing  individuals  or entities of
outstanding ability and potential to join and remain with, or provide consulting
or advisory  services  to, the Company,  by  encouraging  and enabling  eligible
employees,   non-employee   Directors,   consultants  and  advisors  to  acquire
proprietary  interests  in the  Company,  and  by  providing  the  participating
employees,  non-employee Directors,  consultants and advisors with an additional
incentive  to  promote  the  success of the  Company.  This is  accomplished  by
providing for the granting of "Options," which term as used herein includes both
"Incentive  Stock Options" and  "Nonstatutory  Stock Options," as later defined,
and "Restricted Stock," to employees,  non-employee  Directors,  consultants and
advisors.

          2.  Administration.  The Plan  shall be  administered  by the Board of
Directors of the Company (the "Board" or "Board of Directors") or by a committee
(the "Committee")  consisting of at least two (2) persons chosen by the Board of
Directors.  Except as  herein  specifically  provided,  the  interpretation  and
construction  by the Board of Directors or the Committee of any provision of the
Plan or of any Option, or with respect to any Restricted Stock, granted under it
shall be final and  conclusive.  The receipt of Options or  Restricted  Stock by
Directors, or any members of the Committee, shall not preclude their vote on any
matters in connection with the administration or interpretation of the Plan.

          3.  Shares Subject to the Plan.  The shares subject to Options granted
under the Plan, and shares granted as Restricted  Stock under the Plan, shall be
shares of the  Company's  common  stock,  par value $.001 per share (the "Common

<PAGE>

Stock"),  whether authorized but unissued or held in the Company's treasury,  or
shares purchased from stockholders expressly for use under the Plan. The maximum
number of shares of Common  Stock which may be issued  pursuant to Options or as
Restricted  Stock  granted  under  the Plan  shall not  exceed in the  aggregate
fifteen million  (15,000,000)  shares.  The Company shall at all times while the
Plan is in force  reserve  such  number of  shares  of  Common  Stock as will be
sufficient to satisfy the requirements of all outstanding  Options granted under
the Plan.  In the event  any  Option  granted  under  the Plan  shall  expire or
terminate for any reason  without  having been  exercised in full or shall cease
for any reason to be  exercisable in whole or in part,  the  unpurchased  shares
subject  thereto  shall again be available  for Options and grants of Restricted
Stock under the Plan. In the event any shares of Restricted  Stock are forfeited
for any reason,  the shares  forfeited  shall again be available for Options and
grants of  Restricted  Stock under the Plan. In the event shares of Common Stock
are delivered to, or withheld by, the Company  pursuant to Sections  13(b) or 26
hereof,  only the net  number  of  shares  issued,  i.e.,  net of the  shares so
delivered or withheld,  shall be considered to have been issued  pursuant to the
Plan.

          4.  Participation.  The class of individuals that shall be eligible to
receive Options  ("Optionees") and Restricted Stock  ("Grantees") under the Plan
shall be (a) with  respect to  Incentive  Stock  Options  described in Section 6
hereof,  all  employees  of either  the  Company  or any  parent  or  subsidiary
corporation of the Company,  and (b) with respect to Nonstatutory  Stock Options
described  in  Section 7 hereof and  Restricted  Stock  described  in Section 17
hereof,  all  employees,  and  non-employee  Directors  of, or  consultants  and
advisors to, either the Company or any parent or subsidiary  corporation  of the
Company;  provided,  however,  neither Nonstatutory Stock Options nor Restricted
Stock  shall be  granted  to any  such  consultant  or  advisor  unless  (i) the
consultant  or advisor is a natural  person  (or an entity  wholly-owned  by the
consultant or advisor),  (ii) bona fide services have been or are to be rendered
by such consultant or advisor and (iii) such services are not in connection with

<PAGE>

the offer or sale of  securities  in a capital  raising  transaction  and do not
directly  or  indirectly   promote  or  maintain  a  market  for  the  Company's
securities. The Board of Directors or the Committee, in its sole discretion, but
subject  to the  provisions  of the Plan,  shall  determine  the  employees  and
non-employee  Directors of, and the consultants and advisors to, the Company and
its parent and  subsidiary  corporations  to whom Options and  Restricted  Stock
shall be granted, and the number of shares to be covered by each Option and each
Restricted  Stock  grant,  taking into account the nature of the  employment  or
services rendered by the individuals or entities being considered,  their annual
compensation,  their present and potential  contributions  to the success of the
Company,  and such other  factors as the Board of Directors or the Committee may
deem  relevant.  For  purposes  hereof,  a  non-employee  to  whom an  offer  of
employment has been extended shall be considered an employee,  provided that the
Options granted to such individual shall not be exercisable,  and the Restricted
Stock granted shall not vest, in whole or in part,  for a period of at least one
year from the date of grant and in the event the  individual  does not  commence
employment with the Company,  the Options and/or  Restricted Stock granted shall
be considered null and void.

          5.  Stock Option Agreement.  Each Option granted under  the Plan shall
be authorized by the Board of Directors or the Committee, and shall be evidenced
by a Stock  Option  Agreement  which shall be executed by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number of shares of Common  Stock as to which any Option is
granted, the period during which the Option is exercisable, and the option price
per share thereof, and such other terms and provisions as the Board of Directors
or the Committee may deem necessary or appropriate.


<PAGE>

          6.  Incentive Stock  Options.  The Board of Directors or the Committee
may grant Options under the Plan which are intended to meet the  requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),  with
respect to  "incentive  stock  options,"  and which are subject to the following
terms and  conditions  and any other terms and  conditions as may at any time be
required by Section 422 of the Code  (referred to herein as an "Incentive  Stock
Option"):

               (a)   No Incentive  Stock Option shall be granted to  individuals
other than employees of the Company or of a parent or subsidiary  corporation of
the  Company.

               (b)  Each  Incentive Stock  Option under the Plan must be granted
prior to February 6, 2013, which is within ten (10) years from the date the Plan
was  adopted  by the Board of  Directors.

               (c)  The option  price of  the shares  subject  to any  Incentive
Stock  Option  shall  not be less than the fair  market  value  (as  defined  in
subsection (f) of this Section 6) of the Common Stock at the time such Incentive
Stock Option is granted;  provided,  however,  if an  Incentive  Stock Option is
granted to an individual  who owns,  at the time the  Incentive  Stock Option is
granted,  more than ten percent (10%) of the total combined  voting power of all
classes of stock of the Company or of a parent or subsidiary  corporation of the
Company (a "10%  Stockholder"),  the option  price of the shares  subject to the
Incentive  Stock Option shall be at least one hundred ten percent  (110%) of the
fair market value of the Common Stock at the time such Incentive Stock Option is
granted.


<PAGE>

          (d)  No Incentive  Stock  Option  granted  under  the  Plan  shall  be
exercisable  after the  expiration of ten (10) years from the date of its grant.
However,  if an  Incentive  Stock Option is granted to a 10%  Stockholder,  such
Incentive Stock Option shall not be exercisable after the expiration of five (5)
years from the date of its grant. Every Incentive Stock Option granted under the
Plan shall be subject to earlier termination as expressly provided in Section 12
hereof.

          (e)  For purposes of determining stock ownership under this Section 6,
the  attribution  rules of  Section  424(d)  of the Code  shall  apply.

          (f)  For purposes of the Plan, fair market value  shall be  determined
by the Board of  Directors  or the  Committee.  If the Common Stock is listed or
traded on a national  securities  exchange,  The Nasdaq Stock Market ("Nasdaq"),
the National  Association of Securities  Dealers OTC  Electronic  Bulletin Board
(the  "Bulletin  Board"),  the Bulletin  Board  Exchange (the "BBX") or the Pink
Sheets (or any successor  organization),  fair market value shall be the closing
selling price or, if not available,  the closing bid price or, if not available,
the high bid price of the Common  Stock  quoted on such  exchange,  Nasdaq,  the
Bulletin Board, the BBX or the Pink Sheets (or any successor  organization),  as
reported thereby,  as the case may be, on the day immediately  preceding the day
on which the Option is granted  (or, if granted  after the close of business for
trading,  then on the day on which the  Option is  granted),  or, if there is no
selling or bid price on that day, the closing  selling price,  closing bid price
or high bid price,  as the case may be, on the most  recent  day which  precedes
that day and for which such prices are available.  If there is no selling or bid
price for the ninety  (90) day period  preceding  the date of grant of an Option
hereunder,  fair market value shall be  determined in good faith by the Board of
Directors or the Committee.


<PAGE>

          7. Nonstatutory Stock Options. The Board of Directors or the Committee
may grant Options under the Plan which are not intended to meet the requirements
of Section 422 of the Code,  as well as Options  which are  intended to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be  treated  as  Incentive  Stock  Options  (referred  to  herein  as a
"Nonstatutory Stock Option"). Nonstatutory Stock Options shall be subject to the
following terms and conditions:

               (a)  A Nonstatutory Stock Option may be granted to any individual
or entity eligible to receive an Option under the Plan pursuant to clause (b) of
Section 4 hereof.

               (b)  The option price  of the  shares  subject to a  Nonstatutory
Stock Option shall be determined by the Board of Directors or the Committee,  in
its sole discretion,  at the time of the grant of the Nonstatutory Stock Option.

               (c) A  Nonstatutory Stock Option granted under the Plan may be of
such duration as shall be determined  by the Board of Directors or the Committee
(subject to earlier termination as expressly provided in Section 12 hereof).

          8.  Reload  Options. The Board of Directors or the Committee may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)) or
by having  the  Company  reduce the number of shares  otherwise  issuable  to an
Optionee  (as  provided  for in the last  sentence  of  Section  13(b))  (a "Net
Exercise").  The Stock Option  Agreement for the Options  containing  the reload
feature shall provide that the Option  holder shall  receive,  contemporaneously
with the payment of the option  price in shares of Common  Stock or in the event
of a Net Exercise,  a reload stock option (the "Reload Option") to purchase that
number of shares of Common Stock equal to the sum of (i) the number of shares of
Common  Stock  used to  exercise  the Option (or not issued in the case of a Net
Exercise),  and (ii) with respect to Nonstatutory  Stock Options,  the number of
shares of Common Stock used to satisfy any tax withholding  requirement incident

<PAGE>

to the  exercise  of such  Nonstatutory  Stock  Option.  The  terms  of the Plan
applicable  to the Option shall be equally  applicable to the Reload Option with
the  following  exceptions:  (i) the  option  price per  share of  Common  Stock
deliverable upon the exercise of the Reload Option,  (A) in the case of a Reload
Option which is an Incentive  Stock Option being  granted to a 10%  Stockholder,
shall be one hundred ten percent  (110%) of the fair market  value of a share of
Common Stock on the date of grant of the Reload  Option and (B) in the case of a
Reload Option which is an Incentive Stock Option being granted to a person other
than a 10%  Stockholder  or is a  Nonstatutory  Stock Option,  shall be the fair
market  value of a share  of  Common  Stock  on the date of grant of the  Reload
Option;  and (ii) the term of the Reload  Option shall be equal to the remaining
option term of the Option  (including  a Reload  Option)  which gave rise to the
Reload Option. The Reload Option shall be evidenced by an appropriate  amendment
to the Stock  Option  Agreement  for the  Option  which  gave rise to the Reload
Option. In the event the exercise price of an Option containing a reload feature
is paid by check and not in shares of Common  Stock,  the reload  feature  shall
have no application with respect to such exercise.

          9.  Rights of Option Holders.  The holder of an  Option granted  under
the Plan shall have none of the rights of a  stockholder  with  respect to the
stock  covered by his Option until such stock shall be  transferred  to him upon
the exercise of his Option.

          10.  Alternate Stock Appreciation Rights.

               (a)  Concurrently with, or subsequent to, the award of any Option
to purchase  one or more shares of Common  Stock,  the Board of Directors or the

<PAGE>

Committee may, in its sole discretion, subject to the provisions of the Plan and
such other terms and  conditions  as the Board of Directors or the Committee may
prescribe,  award to the  Optionee  with  respect to each share of Common  Stock
covered by an Option ("Related Option"),  a related alternate stock appreciation
right  ("SAR"),  permitting  the  Optionee  to be paid the  appreciation  on the
Related  Option in lieu of  exercising  the Related  Option.  A SAR granted with
respect to an Incentive  Stock Option must be granted  together with the Related
Option. A SAR granted with respect to a Nonstatutory Stock Option may be granted
together with, or subsequent to, the grant of such Related Option.

               (b)  Each SAR granted  under the Plan shall be  authorized by the
Board of Directors or  the Committee,  and shall be evidenced by a SAR Agreement
which shall be executed by the Company and by the  individual  or entity to whom
such SAR is granted. The SAR Agreement shall specify the period during which the
SAR is exercisable,  and such other terms and provisions not  inconsistent  with
the Plan.

               (c)  A SAR may be exercised only  if and to the extent  that  its
Related  Option is eligible to be  exercised on the date of exercise of the SAR.
To the extent that a holder of a SAR  has a current  right to exercise,  the SAR
may be  exercised  from time to time by  delivery  by the holder  thereof to the
Company at its principal  office  (attention:  Secretary) of a written notice of
the number of shares with  respect to which it is being  exercised.  Such notice
shall  be  accompanied  by the  agreements  evidencing  the SAR and the  Related
Option.  In the event the SAR shall not be exercised in full,  the  Secretary of
the Company  shall  endorse or cause to be endorsed on the SAR Agreement and the
Related  Option  Agreement  the  number of  shares  which  have  been  exercised
thereunder  and the number of shares that remain  exercisable  under the SAR and
the Related Option and return such SAR and Related Option to the holder thereof.


<PAGE>

               (d)  The amount of payment to which an Optionee shall be entitled
upon the  exercise of each SAR shall be equal to one hundred  percent  (100%) of
the amount, if any, by which the fair market value of a share of Common Stock on
the exercise  date exceeds the exercise  price per share of the Related  Option;
provided,  however,  the Company may, in its sole discretion,  withhold from any
such cash payment any amount  necessary to satisfy the Company's  obligation for
withholding taxes with respect to such payment.

               (e)  The  amount  payable  by  the  Company to an  Optionee  upon
exercise of a SAR may,  in the sole  determination  of the  Company,  be paid in
shares of Common Stock, cash or a combination  thereof,  as set forth in the SAR
Agreement.  In the case of a payment in  shares,  the number of shares of Common
Stock to be paid to an Optionee upon such Optionee's exercise of  a SAR shall be
determined  by  dividing  the amount of payment  determined  pursuant to Section
10(d) hereof by the fair market value of a share of Common Stock on the exercise
date of such SAR. For purposes of the Plan, the exercise  date of a SAR shall be
the date the Company  receives  written  notification  from the  Optionee of the
exercise of the SAR in accordance  with the  provisions of Section 10(c) hereof.
As soon as practicable  after exercise,  the Company shall either deliver to the
Optionee the amount of cash due such Optionee or a certificate  or  certificates
for such shares of Common Stock. All such shares shall be issued with the rights
and restrictions specified herein.

               (f)  SARs shall terminate or  expire upon the same conditions and
in the same  manner  as the  Related  Options,  and as set forth in  Section  12
hereof.

               (g)  The exercise of any SAR shall cancel and terminate the right
to purchase an equal number of shares covered by the Related Option.


<PAGE>

               (h)  Upon the exercise or  termination of any Related Option, the
SAR with  respect to such Related  Option  shall  terminate to the extent of the
number of shares of Common Stock as to which the Related Option was exercised or
terminated.

               (i)  A SAR granted  pursuant to the Plan shall be transferable to
the same extent as the Related Option.

               (j)  All  references  in this Plan to "Options"  shall  be deemed
to include "SARs"  where applicable.

          11.  Transferability of Options.

               (a)  No Option  granted  under the Plan  shall be transferable by
the  individual  or entity to whom it was granted other than by will or the laws
of descent and  distribution,  and, during the lifetime of an individual,  shall
not be  exercisable  by any other person,  but only by him.

               (b)  Notwithstanding  Section 11(a) above, a  Nonstatutory  Stock
Option  granted under the Plan may be  transferred in whole or in part during an
Optionee's  lifetime,  upon  the  approval  of the  Board  of  Directors  or the
Committee,  to an Optionee's  "family  members" (as such term is defined in Rule
701(c)(3) of the  Securities  Act of 1933, as amended,  and General  Instruction
A(1)(a)(5)  to  Form  S-8)  through  a gift or  domestic  relations  order.  The
transferred  portion of a Nonstatutory Stock Option may only be exercised by the
person or entity who acquires a proprietary  interest in such option pursuant to
the transfer.  The terms applicable to the transferred portion shall be the same
as those in effect for the Option  immediately  prior to such transfer and shall
be set  forth  in such  documents  issued  to the  transferee  as the  Board  of
Directors or the Committee may deem appropriate.  As used in this Plan the terms
"Optionee"  and  "holder of an Option"  shall refer to the grantee of the Option
and not any transferee thereof.


<PAGE>

          12.  Effect of Termination of Employment or Death on Options.

               (a)  Unless otherwise provided in the Stock Option Agreement,  if
the  employment  of an employee by, or the services of a  non-employee  Director
for,  or  consultant  or  advisor  to,  the  Company  or a parent or  subsidiary
corporation  of the Company shall be terminated  for cause or voluntarily by the
employee,  non-employee  Director,  consultant or advisor, then his Option shall
expire forthwith.  Unless otherwise provided in the Stock Option Agreement,  and
except  as  provided  in  subsections  (b) and (c) of this  Section  12, if such
employment or services  shall  terminate for any other reason,  then such Option
may be exercised  at any time within  three (3) months  after such  termination,
subject to the  provisions of subsection (d) of this Section 12. For purposes of
the Plan,  the  retirement  of an  individual  either  pursuant  to a pension or
retirement  plan  adopted  by the  Company  or at  the  normal  retirement  date
prescribed from time to time by the Company shall be deemed to be termination of
such  individual's  employment other than voluntarily or for cause. For purposes
of this  subsection  (a), an  employee,  non-employee  Director,  consultant  or
advisor  who leaves the employ or  services of the Company to become an employee
or  non-employee  Director  of,  or a  consultant  or  advisor  to, a parent  or
subsidiary  corporation of the Company or a corporation (or subsidiary or parent
corporation of the corporation) which has assumed the Option of the Company as a
result of a corporate  reorganization  or like event shall not be  considered to
have terminated his employment or services.

               (b)  Unless otherwise  provided in the Stock Option Agreement, if
the  holder of an Option  under  the Plan dies (i) while  employed  by, or while
serving as a  non-employee  Director  for or a  consultant  or  advisor  to, the
Company or a parent or  subsidiary  corporation  of the Company,  or (ii) within
three (3) months after the  termination of his employment or services other than
voluntarily  or for cause,  then such Option may,  subject to the  provisions of

<PAGE>

subsection (d) of this Section 12, be exercised by the estate of the employee or
non-employee  Director,  consultant or advisor,  or by a person who acquired the
right to  exercise  such  Option by bequest or  inheritance  or by reason of the
death of such employee or non-employee  Director,  consultant or advisor, at any
time within one (1) year after such death.

               (c)  Unless otherwise  provided  in the Stock  Option  Agreement,
if the holder of an Option under the Plan ceases  employment or services because
of permanent and total disability (within the meaning of Section 22(e)(3) of the
Code)  ("Permanent  Disability")  while  employed  by,  or  while  serving  as a
non-employee  Director for or  consultant or advisor to, the Company or a parent
or subsidiary  corporation of the Company,  then such Option may, subject to the
provisions of subsection (d) of this Section 12, be exercised at any time within
one (1) year after his termination of employment, termination of Directorship or
termination of consulting or advisory  services,  as the case may be, due to the
disability.

               (d)  An Option  may not be  exercised  pursuant  to this  Section
12 except to the extent that the holder was  entitled to exercise  the Option at
the time of termination of employment, termination of Directorship,  termination
of  consulting  or  advisory  services,  or  death,  and in any event may not be
exercised  after the expiration of the Option.

               (e) For purposes of this Section 12, the employment  relationship
of an employee of the Company or of a parent or  subsidiary  corporation  of the
Company  will be treated as  continuing  intact  while he is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  if such leave does not exceed ninety (90) days,  or, if longer,  so
long as his  right  to  reemployment  is  guaranteed  either  by  statute  or by
contract.


<PAGE>

          13.  Exercise of Options.

               (a)  Unless  otherwise  provided in  the Stock Option  Agreement,
any Option  granted under the Plan shall be exercisable in whole at any time, or
in part from time to time,  prior to  expiration.  The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options  granted under the Plan shall be subject (i) to
such condition or conditions as it may impose,  including, but not limited to, a
condition  that the  holder  thereof  remain  in the  employ or  service  of, or
continue to provide  consulting or advisory services to, the Company or a parent
or  subsidiary  corporation  of the Company for such period or periods  from the
date of grant of the Option as the Board of Directors or the  Committee,  in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but not limited to, a limitation  that the  aggregate  fair
market value  (determined at the time the Option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any employee during any calendar year (under all plans of the Company and its
parent  and  subsidiary  corporations)  shall not exceed  one  hundred  thousand
dollars  ($100,000).  In  addition,  in the event  that  under any Stock  Option
Agreement the aggregate fair market value  (determined at the time the Option is
granted) of the Common Stock with respect to which  Incentive  Stock Options are
exercisable  for the first time by any employee  during any calendar year (under
all plans of the Company and its parent and subsidiary corporations) exceeds one
hundred  thousand  dollars  ($100,000),  the Board of Directors or the Committee
may, when shares are transferred upon exercise of such Options,  designate those
shares which shall be treated as transferred upon exercise of an Incentive Stock
Option and those shares which shall be treated as transferred upon exercise of a
Nonstatutory Stock Option.


<PAGE>

               (b)  An Option  granted  under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the  Secretary)  of written  notice of the number of shares  with  respect to
which the  Option is being  exercised.  Such  notice  shall be  accompanied,  or
followed within ten (10) days of delivery thereof, by payment of the full option
price of such  shares,  and  payment of such  option  price shall be made by the
holder's delivery of (i) his check payable to the order of the Company,  or (ii)
previously  acquired  Common  Stock,  the fair  market  value of which  shall be
determined  as of the  date of  exercise  (provided  that the  shares  delivered
pursuant hereto are acceptable to the Board of Directors or the Committee in its
sole  discretion)  or (iii) if provided for in the Stock Option  Agreement,  his
check payable to the order of the Company in an amount at least equal to the par
value of the Common Stock being  acquired,  together with a promissory  note, in
form and upon such terms as are acceptable to the Board or the  Committee,  made
payable  to the order of the  Company in an amount  equal to the  balance of the
exercise  price,  or (iv) by the  holder's  delivery of any  combination  of the
foregoing  (i),  (ii) and (iii).  Alternatively,  if  provided  for in the Stock
Option Agreement,  the holder may elect to have the Company reduce the number of
shares otherwise issuable by a number of shares having a fair market value equal
to the exercise price of the Option being exercised.

          14.  Adjustment Upon Change in Capitalization.

               (a)   In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization,  merger,  consolidation,  recapitalization,
reclassification,  stock split-up,  combination of shares,  reverse split, stock
dividend or the like, an  appropriate  adjustment  shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to  outstanding

<PAGE>

Options,  and  in any  limitation  on  exerciseability  referred  to in  Section
13(a)(ii) hereof which is set forth in outstanding  Incentive Stock Options.  If
the  Company  shall  be  reorganized,   consolidated,  or  merged  with  another
corporation,  subject to the  provisions of Section 18 hereof,  the holder of an
Option  shall be  entitled to receive  upon the  exercise of his Option the same
number  and kind of shares  of stock or the same  amount  of  property,  cash or
securities  as he would have been  entitled to receive upon the happening of any
such corporate  event as if he had been,  immediately  prior to such event,  the
holder of the number of shares covered by his Option; provided, however, that in
such event the Board of Directors or the Committee shall have the  discretionary
power to take any action necessary or appropriate to prevent any Incentive Stock
Option  granted  hereunder  which is intended to be an "incentive  stock option"
from being  disqualified as such under the then existing  provisions of the Code
or any law amendatory thereof or supplemental  thereto;  and provided,  further,
however,  that in such event the Board of Directors or the Committee  shall have
the  discretionary  power to take any action necessary or appropriate to prevent
such  adjustment  from being deemed or  considered as the adoption of a new plan
requiring shareholder approval under Section 422 of the Code and the regulations
promulgated  thereunder.

               (b)  Any  adjustment  in   the  number  of  shares  shall   apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such  adjustment,  the  adjustment
shall be revised to the next lower whole number of shares.

          15.  Further Conditions of Exercise of Options.

               (a)  Unless  prior to the  exercise  of  the  Option  the  shares
issuable  upon  such  exercise  have been  registered  with the  Securities  and
Exchange  Commission  pursuant to the  Securities  Act of 1933, as amended,  the
notice of exercise shall be accompanied by a representation  or agreement of the
person or estate  exercising  the Option to the  Company to the effect that such

<PAGE>

shares are being  acquired  for  investment  purposes and not with a view to the
distribution  thereof,  and such other  documentation  as may be required by the
Company,  unless in the opinion of counsel to the Company  such  representation,
agreement or  documentation is not necessary to comply with such Act.

               (b)  If the Common  Stock is  listed  on any securities exchange,
including,  without  limitation,  Nasdaq,  the Company shall not be obligated to
deliver any Common Stock  pursuant to this Plan until it has been listed on each
such  exchange.  In addition,  the Company shall not be obligated to deliver any
Common Stock pursuant to this Plan until there has been  qualification  under or
compliance with such federal or state laws,  rules or regulations as the Company
may deem  applicable.  The Company shall use  reasonable  efforts to obtain such
listing,  qualification  and compliance.

          16.  Restricted Stock Grant Agreement.  Each  Restricted  Stock  grant
under the Plan shall be authorized  by the Board of Directors or the  Committee,
and shall be  evidenced  by a Restricted  Stock Grant  Agreement  which shall be
executed by the Company and by the individual or entity to whom such  Restricted
Stock is granted.  The Restricted Stock Grant Agreement shall specify the number
of shares of Restricted Stock granted,  the vesting periods and such other terms
and  provisions as the Board of Directors or the Committee may deem necessary or
appropriate.

          17.  Restricted Stock Grants.

               (a) The Board of Directors or the Committee may grant  Restricted
Stock under the Plan to any individual or entity eligible to receive  Restricted
Stock pursuant to clause (b) of Section 4 hereof.


<PAGE>

               (b)  In  addition to any other applicable provisions  hereof  and
except as may  otherwise be  specifically  provided in a Restricted  Stock Grant
Agreement,  the  following  restrictions  in this  Section  17(b) shall apply to
grants of  Restricted  Stock made by the Board or the  Committee:

                     (i)  No shares  granted  pursuant to a  grant of Restricted
Stock may be sold,  transferred,  pledged,  assigned or  otherwise  alienated or
hypothecated  until, and to the extent that, such shares are vested.

                     (ii)  Shares granted  pursuant  to a  grant  of  Restricted
Stock shall vest as determined by the Board or the Committee, as provided for in
the Restricted Stock Grant Agreement. The foregoing notwithstanding (but subject
to the  provisions of (iii) hereof and subject to the discretion of the Board or
the  Committee),  a Grantee shall forfeit all shares not previously  vested,  if
any,  at such time as the  Grantee  is no longer  employed  by, or  serving as a
Director of, or rendering  consulting or advisory  services to, the Company or a
parent or subsidiary  corporation of the Company.  All forfeited shares shall be
returned to the Company.

                     (iii)   Notwithstanding  the  provisions  of  (ii)  hereof,
non-vested  Restricted  Stock  shall  automatically  vest to the same  extent as
non-vested options as provided for in Section 18 hereof.

               (c)  In  determining the vesting  requirements  with respect to a
grant  of  Restricted  Stock,  the  Board  or  the  Committee  may  impose  such
restrictions on any shares granted as it may deem advisable  including,  without
limitation,  restrictions relating to length of service,  corporate performance,
attainment of individual or group performance  objectives,  and federal or state
securities laws, and may legend the certificates  representing  Restricted Stock
to give appropriate notice of such restrictions.  Any such restrictions shall be
specifically set forth in the Restricted Stock Grant Agreement.


<PAGE>

               (d)  Certificates  representing  shares granted  that are subject
to  restrictions  shall be held by the Company or, if the Board or the Committee
so specifies,  deposited with a third-party  custodian or trustee until lapse of
all restrictions on the shares.  After such lapse,  certificates for such shares
(or the vested  percentage  of such shares) shall be delivered by the Company to
the  Grantee;  provided,  however,  that the Company  need not issue  fractional
shares.

               (e)  During any  applicable  period of restriction,  the  Grantee
shall be the record owner of the Restricted  Stock and shall be entitled to vote
such shares and receive all dividends and other  distributions paid with respect
to such shares while they are so restricted.  However,  if any such dividends or
distributions  are paid in shares  of  Company  stock or cash or other  property
during an  applicable  period of  restriction,  the shares,  cash  and/or  other
property  deliverable  shall be held by the Company or third party  custodian or
trustee and be subject to the same  restrictions  as the shares with  respect to
which they were issued. Moreover, the Board or the Committee may provide in each
grant such other  restrictions,  terms and  conditions as it may deem  advisable
with respect to the treatment and holding of any stock, cash or property that is
received in exchange for Restricted Stock granted pursuant to the Plan.

               (f)  Each Grantee  making an  election  pursuant to Section 83(b)
of the Code shall, upon making such election, promptly provide a copy thereof to
the Company.

          18.  Liquidation,  Merger or  Consolidation.  Notwithstanding  Section
14(a) hereof, if the Board of Directors approves a plan of complete  liquidation
or a merger or consolidation  (other than a merger or  consolidation  that would

<PAGE>

result in the voting  securities of the Company  outstanding  immediately  prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into  voting  securities  of the  surviving  entity),  at least fifty
percent  (50%) of the  combined  voting  power of the voting  securities  of the
Company (or such surviving entity) outstanding  immediately after such merger or
consolidation),  the  Board  of  Directors  or the  Committee  may,  in its sole
discretion,  upon  written  notice to the holder of an Option,  provide that the
Option must be  exercised  within  twenty (20) days  following  the date of such
notice or it will be terminated.  In the event such notice is given,  the Option
shall become immediately exercisable in full.

          19.  Effectiveness of the Plan.  The Plan was adopted by  the Board of
Directors and is effective on February 6, 2003.

          20.  Termination, Modification and Amendment.

               (a)  The Plan (but not Options previously granted under the Plan)
shall  terminate  on February  6, 2013,  which is within ten (10) years from the
date of its  adoption  by the  Board of  Directors,  or  sooner  as  hereinafter
provided,  and no Option or Restricted Stock shall be granted after  termination
of the Plan.  The foregoing  shall not be deemed to limit the vesting period for
Restricted Stock granted pursuant to the Plan.

               (b)  The Board of Directors may at  any time,  on or  before  the
termination  date  referred  to in Section  20(a)  hereof,  without  stockholder
approval,  terminate the Plan, or from time to time make such  modifications  or
amendments  to  the  Plan  as  it  may  deem  advisable.

               (c)  No  termination, modification,  or  amendment  of  the  Plan
may,  without  the  consent  of the  individual  or entity to whom any Option or
Restricted Stock shall have been granted,  adversely affect the rights conferred
by such Option or Restricted Stock grant.


<PAGE>

          21.   Not a Contract  of  Employment.  Nothing  contained  in the Plan
or in any Stock Option  Agreement or Restricted  Stock Grant Agreement  executed
pursuant  hereto shall be deemed to confer upon any individual or entity to whom
an Option or Restricted Stock is or may be granted hereunder any right to remain
in the employ or service of the Company or a parent or subsidiary corporation of
the Company or any entitlement to any  remuneration or other benefit pursuant to
any consulting or advisory arrangement.

          22.  Use of Proceeds.  The proceeds from  the sale of shares  pursuant
to Options or Restricted Stock granted under the Plan shall  constitute  general
funds of the Company.

          23.  Indemnification of Board of Directors or Committee.  In  addition
to such other  rights of  indemnification  as they may have,  the members of the
Board of Directors or the Committee, as the case may be, shall be indemnified by
the Company to the extent  permitted under  applicable law against all costs and
expenses  reasonably  incurred by them in connection  with any action,  suit, or
proceeding  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  rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of a  judgment  of any  such  action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution of any such action,  suit, or  proceeding,  the member or members of
the Board of  Directors or the  Committee,  as the case may be, shall notify the
Company in writing,  giving the Company an opportunity at its own cost to defend
the same before such  member or members  undertake  to defend the same on his or
their own behalf.

          24.  Captions. The use of captions in the Plan is for convenience. The
captions are not intended to provide substantive rights.


<PAGE>

          25. Disqualifying Dispositions. If Common Stock acquired upon exercise
of an Incentive  Stock Option  granted  under the Plan is disposed of within two
years  following  the date of grant of the  Incentive  Stock  Option or one year
following  the  issuance of the Common  Stock to the  Optionee,  or is otherwise
disposed of in a manner that results in the Optionee being required to recognize
ordinary   income,   rather  than  capital  gain,   from  the   disposition   (a
"Disqualifying Disposition"),  the holder of the Common Stock shall, immediately
prior to such  Disqualifying  Disposition,  notify the Company in writing of the
date  and  terms  of such  Disqualifying  Disposition  and  provide  such  other
information   regarding  the  Disqualifying   Disposition  as  the  Company  may
reasonably require.

          26.  Withholding Taxes.

               (a)  Whenever under the  Plan shares of  Common Stock  are to  be
delivered to an Optionee  upon exercise of a  Nonstatutory  Stock Option or to a
Grantee of  Restricted  Stock,  the  Company  shall be  entitled to require as a
condition of delivery that the Optionee or Grantee  remit or, at the  discretion
of the Board or the Committee,  agree to remit when due, an amount sufficient to
satisfy all current or  estimated  future  Federal,  state and local  income tax
withholding requirements,  including, without limitation, the employee's portion
of  any  employment  tax  requirements  relating  thereto.  At  the  time  of  a
Disqualifying  Disposition,  the Optionee shall remit to the Company in cash the
amount of any applicable Federal, state and local income tax withholding and the
employee's portion of any employment taxes.

               (b)  The  Board  of  Directors  or  the  Committee  may,  in  its
discretion, provide any or all holders of Nonstatutory Stock Options or Grantees
of Restricted Stock with the right to use shares of Common Stock in satisfaction
of all or part of the withholding taxes to which such holders may become subject

<PAGE>

in connection  with the exercise of their Options or their receipt of Restricted
Stock.  Such right may be  provided  to any such holder in either or both of the
following  formats:

                     (i) The  election  to have the Company  withhold,  from the
shares of Common Stock otherwise issuable upon the exercise of such Nonstatutory
Stock Option or otherwise  deliverable  as a result of the vesting of Restricted
Stock,  a portion of those shares with an  aggregate  fair market value equal to
the  percentage  of the  withholding  taxes (not to exceed one  hundred  percent
(100%))  designated by the holder.

                     (ii)  The election to deliver  to the Company,  at the time
the  Nonstatutory  Stock Option is exercised or  Restricted  Stock is granted or
vested,  one or more shares of Common Stock  previously  acquired by such holder
(other than in connection  with the option  exercise or  Restricted  Stock grant
triggering the  withholding  taxes) with an aggregate fair market value equal to
the  percentage  of the  withholding  taxes (not to exceed one  hundred  percent
(100%)) designated by the holder.

          27.  Other Provisions.  Each Option granted, and each Restricted Stock
grant,  under  the  Plan  may  contain  such  other  terms  and  conditions  not
inconsistent  with the Plan as may be determined by the Board or the  Committee,
in its sole  discretion.  Notwithstanding  the foregoing,  each Incentive  Stock
Option granted under the Plan shall include those terms and conditions which are
necessary to qualify the Incentive  Stock Option as an "incentive  stock option"
within the meaning of Section 422 of the Code and the regulations thereunder and
shall not include any terms and conditions which are inconsistent therewith.

<PAGE>

          28.  Definitions.   For  purposes  of  the  Plan,  the  terms  "parent
corporation" and "subsidiary  corporation"  shall have the meanings set forth in
Sections  424(e) and 424(f) of the Code,  respectively,  and the masculine shall
include the feminine and the neuter as the context requires.

          29.  Governing  Law. The Plan shall be governed by, and all  questions
arising  hereunder shall be determined in accordance with, the laws of the State
of New York, excluding choice of law principles thereof.






