Exhibit 10.47

                 AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN

      1. PURPOSE. The purpose of this Amended and Restated 2002 Equity Incentive
Plan (the "Plan") is to promote the interests of the stockholders of SPSS Inc.,
a Delaware corporation (the "Company") by providing the Company's directors,
officers, employees and independent contractors with an incentive to achieve,
and a reward for achieving, increases in stockholder value.

      2. DEFINITIONS. For purposes of this Plan, the following words and phrases
will have the meanings ascribed to them below:

            (a) "Appreciation Right" means a right granted pursuant to Section 8
hereof.

            (b) "Appreciation Right Agreement" means an agreement executed
pursuant to Section 8(a) hereof.

            (c) "Board" means the Company's Board of Directors.

            (d) "Change in Control" shall be defined, with respect to each
Participant; as such term is defined in the Participant's employment agreement
with the Company, if any. With respect to any Participant who has no employment
agreement with the Company, or whose employment agreement does not contain a
definition of "Change in Control," such phrase shall mean the occurrence of any
one of the following:

                  (i) Consummation of the acquisition by any person (as such
term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of beneficial ownership (within the meaning
of Rule l3d-3 promulgated under the 1934 Act) of 40 percent (40%) or more of the
combined voting power of the then outstanding voting securities of the Company;
or

                  (ii) The individuals who, as of the date hereof, are members
of the Board cease for any reason to constitute a majority of the Board, unless
the election, or nomination for election by the Stockholders of the Company, of
any new director or directors was approved by a vote of a majority of the Board,
in which case such new director or directors shall, for purposes of this
Agreement, be considered as a member or members of the Board; or

                  (iii) Approval by Stockholders of the Company of (A) a merger
or consolidation of the Company if the Stockholders immediately before such
merger or consolidation do not, as a result of such merger or consolidation,
own, directly or indirectly, more than 60 percent (60%) of the combined voting
power of the then outstanding voting securities of the entity resulting from
such merger or consolidation in substantially the same proportion as their
ownership of the combined voting power of the voting securities of the Company
outstanding immediately before such merger or consolidation; or (B) a complete
liquidation or dissolution, or



an agreement for the sale or other disposition, of all or substantially all of
the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because 40 percent (40%) or more of the combined voting power of the then
outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for employees of
the Company, or (ii) any corporation that, immediately prior to such
acquisition, is owned directly or indirectly by the Stockholders of the Company
in the same proportion as their ownership of stock of the Company immediately
prior to such acquisition.

            (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

            (f) "Common Shares" means shares of common stock of the Company,
$0.01 par value per share, or any security into which such Common Shares may be
changed by reason of any transaction or event of the type referred to in Section
4(c).

            (g) "Compensation Committee" means a committee appointed by the
Board comprised solely of three or more members of the Board who qualify as
"independent" under the NASDAQ National Market listing standards.

            (h) "Date of Grant" means the date determined in accordance with the
Board's authorization on which a grant of Option Rights, Appreciation Rights, or
Restricted Shares, becomes effective.

            (i) "Director" means a member of the Board.

            (j) "Exchange Act" means the Securities Exchange Act of 1934.

            (k) "Incentive Stock Option" means an Option Right granted pursuant
to Section 6 hereof that is intended to qualify as an "incentive stock option"
as that term is defined in Section 422 of the Code or any successor provision
and which conforms to the applicable provisions of Section 422 of the Code or
any successor provision.

            (l) "Market Value", as applied to any date, means the price per
share of the Common Shares in an amount equal to the closing price of the last
sale of the Common Shares as reported by the NASDAQ National Market or the
principal securities exchange or automated quotation system on which Common
Shares were sold on the date when the Market Value per Common Share is to be
determined or, if the date is a date on which the Common Shares did not trade,
the closing price on the immediately preceding day on which the stock traded.

            (m) "Non-Employee Director" shall have the meaning ascribed to such
term in Rule 16b-3.

            (n) "Nonqualified Stock Option" means an Option Right other than an
Incentive Stock Option.

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            (o) "Optionee" means the optionee named in an Option Agreement with
the Company.

            (p) "Option Agreement" means an agreement executed pursuant to
Section 6 hereof.

            (q) "Option Price" means the purchase price payable on exercise of
an Option Right.

            (r) "Option Right" means the right to purchase Common Shares granted
pursuant to Section 6.

            (s) "Participant" means a person who is approved by the Board to
receive benefits under this Plan and who is at the time an officer, executive,
Director or other employee (including, without limitation, officers and
directors who are employees) or independent contractor of the Company or any one
or more of its Subsidiaries, or who has agreed to commence serving in any of
such capacities.

            (t) "Restricted Shares" means Common Shares issued pursuant to
Section 9 as to which neither the substantial risk of forfeiture nor the
prohibition on transfers referred to in Section 9 has expired.

            (u) "Restricted Share Agreement" means an agreement executed
pursuant to Section 9(a) hereof.

            (v) "Restricted Share Right" means the right to obtain ownership of
Common Shares granted pursuant to Section 9.

            (w) "Right" or "Rights" means one or more Appreciation Right, Option
Right and Restricted Share Right, either individually or collectively, as the
case may be.

            (x) "Rule 16b-3" means rule 16b-3 promulgated under the Exchange Act
(the "Exchange Act") (or any successor rule substantially to the same effect),
as in effect from time to time.

            (y) "Spread" means (i) the excess of the Market Value of the Common
Shares on the date when an Appreciation Right is exercised, over the price at
which the Appreciation Right was granted, as set forth in the applicable
Appreciation Right Agreement, or (ii) the excess of the Market Value of the
Common shares on the date when an Option Right is exercised over the Option
Price, as set forth in the applicable Option Agreement.

            (z) "Stockholders" shall mean the owners of the issued and
outstanding Common Shares of SPSS.

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            (aa) "Subsidiary" means any corporation with respect to which the
Company directly or indirectly owns stock possessing 50% or more of the voting
power as described in Section 424(f) of the Code.

      3. PLAN ADMINISTRATION.

            (a) Administration. This Plan will be administered by the Board or,
if and to the extent that the Board has delegated this authority to the
Compensation Committee, by the Compensation Committee. For avoidance of doubt,
it is understood that by adopting this Plan, the Board has expressly delegated
exclusive authority to administer this Plan to the Compensation Committee and
such delegation shall be effective unless and until the Board shall by
resolution approved after the adoption of this Plan specifically rescind such
delegation of authority. When used in this Plan, the term "Board" shall mean the
Board or the Compensation Committee, if the Board has delegated the applicable
power to the Compensation Committee pursuant to this Section 3(a).

            (b) Authority of the Board.

                  (i) The Board will take such actions as are required to be
taken by it hereunder, may take the actions permitted to be taken by it
hereunder, and will have the authority, subject to the provisions of the Plan,
to establish, adopt and revise such rules and regulations relating to the Plan
as it may deem necessary or advisable for the administration of the Plan. The
Board's decisions and determinations under the Plan need not be uniform and may
be made selectively among Participants, whether or not such Participants are
similarly situated. Each determination, interpretation or other action made or
taken by the Board pursuant to the provisions of the Plan or any agreement,
notification, or document evidencing the grant of an Option Right, Appreciation
Right or Restricted Share will be conclusive and binding for all purposes and on
all persons, including, without limitation, the Company and its Subsidiaries,
the Stockholders, the Compensation Committee, the Board and each of its
respective members, the directors, officers and employees of the Company and its
Subsidiaries, and the Participants and their respective successors in interest.
Without limiting the generality or effect of any provision of the Certificate of
Incorporation of the Company, no member of the Board will be liable for any
action or determination made in good faith with respect to the Plan or any
Option Right, Appreciation Right or Restricted Share granted under the Plan.

                  (ii) The provisions of Sections 6, 8 and 9 will be interpreted
as authorizing the Board, in taking any action under or pursuant to this Plan,
to take any action it determines in its sole discretion to be appropriate
subject only to the express limitations therein contained and no authorization
in any such Section or other provision of this Plan is intended or may be deemed
to constitute a limitation on the authority of the Board.

                  (iii) The existence of this Plan or any right granted or other
action taken pursuant hereto will not affect the authority of the Board or the
Company to take any other action, including in respect of the grant or award of
any option, security, or other right or benefit, whether or not authorized by
this Plan, subject only to limitations imposed by applicable law as from time to
time applicable thereto.

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      4. SHARES AVAILABLE UNDER THE PLAN.

            (a) Authorized Number of Common Shares. Subject to adjustment as
provided in Section 4(c) hereof:

                  (i) The number of Common Shares that may be issued or
transferred under this Plan upon the exercise of Option Rights that qualify as
Incentive Stock Options may not exceed a maximum of 79,646.

                  (ii) The number of Common Shares that may be issued or
transferred under this Plan upon the exercise of Option Rights that qualify as
Nonqualified Stock Options, Appreciation Rights or as Restricted Shares and
released from substantial risks of forfeiture thereof, may not exceed a maximum
of 2,420,354.

Common Shares issued under this Plan may be shares of original issuance or
treasury shares or a combination of the foregoing.

            (b) Reservation and Reuse of Common Shares. Upon the grant of any
Right pursuant to this Plan, there shall be reserved such number of Common
Shares as would be necessary to fully satisfy such Right (assuming for this
purpose that all Option Rights and Appreciation Rights become fully vested and
exercisable, all forfeiture restrictions lapse with respect to Restricted Stock
Rights and that all Appreciation Rights are satisfied by the issuance of Common
Shares). If, following such reservation, any Right shall be exercised or shall
terminate, be cancelled or otherwise expire without requiring the Company to use
all of the Common Shares reserved with respect to such Right to satisfy its
obligations there under, the Common Shares that were reserved, but were not used
to satisfy the Company's obligation, with respect to the exercised, terminated,
cancelled or otherwise expired Right shall again become available for
reservation with respect to the grant of additional Rights pursuant to this
Plan.

            (c) Adjustments. If the Board determines that (a) any stock
dividend, stock split, combination of shares, recapitalization, or other change
in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets or issuance of rights or warrants
to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing, would result in the dilution or
enlargement of the rights of Participants, then the Board may make or provide
for adjustments in (i) the number of shares specified in Section 4(a) as the
Board may determine is appropriate to reflect any transaction or event described
in this Section 4(c), or (ii) the number of Common Shares covered by outstanding
Option Rights or Appreciation Rights granted hereunder, the prices per share
applicable to such Option Rights and Appreciation Rights and the kind of shares
covered thereby. Notwithstanding the foregoing, any adjustment which by reason
of this Section 4(c) is not required to be made currently will be carried
forward and taken into account in any subsequent adjustment. In the event of any
such transaction or event, the Board may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration as it may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced.

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      5. ELIGIBILITY. Option Rights, Appreciation Rights and Restricted Shares
may be granted under the Plan to those Participants as the Board from time to
time selects.

      6. OPTION RIGHTS. The Board may from time to time authorize the grant to
Participants of Option Rights upon such terms and conditions as it may determine
in accordance with the following provisions set forth below. Option Rights may
be granted either in connection with, or independently of, the grant of any
Appreciation Rights or Restricted Share Rights.

            (a) Form of Option Rights. Option Rights granted under this Plan may
be (i) Incentive Stock Options, (ii) Nonqualified Stock Options, or (iii) a
combination of the foregoing. An Incentive Stock Option may be granted only to a
Participant who, at the time the Incentive Stock Option is granted, is approved
by the Board to receive an Incentive Stock Option and, at the time, is an
employee of the Company or of one or more of its Subsidiaries. An Incentive
Stock Option may be granted only as permitted by the Code and pursuant to the
conditions set forth in this Section 6 and Section 7 hereto.

            (b) Option Agreements. Each grant of Option Rights will be evidenced
by an Option Agreement executed on behalf of the Company by any officer,
director, or, if authorized by the Board, employee of the Company and delivered
to the Optionee, containing such terms and provisions as the Board may approve,
except that in no event will any such Option Agreement include any provision
prohibited by the express terms of this Plan. The Option Agreement shall be
consistent with the form of Option Agreement adopted by the Board and amended
from time to time, for the purpose of granting Option Rights. Option Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to meet the applicable provisions of Section 422 of the Code.

            (c) Option Grants.

                  (i) Discretionary Grants. A Participant, other than a
Non-Employee Director who shall receive grants exclusively pursuant to Section
6(c)(ii) hereof, may be granted one or more Option Rights under the Plan, and
such Option Rights will be subject to such terms and conditions, consistent with
the other provisions of the Plan, as are determined by the Board in its sole
discretion. For each grant of an Option Right, the Board will specify (A) the
number of Common Shares to which the grant pertains and (B) whether the grant
consists of Incentive Stock Options, Nonqualified Stock Options or both
Incentive Stock Options and Nonqualified Stock Options. Notwithstanding the
foregoing, no Participant may receive, in any single calendar year, a grant of
an Option Right to purchase more than 150,000 Common Shares.

                  (ii) Formula Grants. Effective upon stockholder approval, an
Option Right to purchase 10,000 Common Shares shall be automatically granted to
each Non-Employee Director on the initial date that each such Non-Employee
Director is first elected as a new director of the Company at an annual meeting
of the Company's stockholders held for the purpose of electing directors or
appointed to the Company's Board. In addition, for each year that a Non-Employee
Director serves following the initial one-year term of such Non-Employee

                                       6


Director, an Option Right to purchase 5,000 Common Shares shall be automatically
granted to each Non-Employee Director on an annual basis with each such grant
being effective as of the 1st day of July of such calendar year. Notwithstanding
any other provision of this Plan relating to the discretion of the Board to
determine the terms of the Option Rights granted pursuant hereto, each Option
Right granted pursuant to this Section 6(c)(ii) shall (A) be granted with an
exercise price equal to the Market Value on the date of grant, (B) be a
Nonqualified Stock Option and (C) (i) with respect to the option granted to
purchase 10,000 Common Shares, shall vest ratably over a three year period and
(ii) with respect to the option granted to purchase 5,000 Common Shares vest in
full immediately upon the date of grant.

            (d) Option Exercise Price.

                  (i) Incentive Stock Options. The per share price to be paid by
the Participant at the time an Incentive Stock Option is exercised will be
determined by the Board in its sole discretion at the Date of Grant; provided,
however, that such price will not be less than (i) 100% of the Market Value of
one Common Share on the Date of Grant, or (ii) 110% of the Market Value of one
Common Share on the Date of Grant if, at that time the Option Right is granted,
the Participant owns, directly or indirectly (as determined pursuant to Section
424(d) of the Code), more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary or parent corporation of the
Company (within the meaning of Sections 424(f) and 424(e), respectively, of the
Code).

                  (ii) Nonqualified Stock Options. The per share price to be
paid by the Participant at the time a Nonqualified Stock Option is exercised
will be determined by the Board in its sole discretion at the Date of Grant;
provided, however, that such price will not be less than 85% of the Market Value
of one Common Share on the Date of Grant.

            (e) Term of Option Rights.

                  (i) Incentive Stock Options. The period during which an
Incentive Stock Option may be exercised will be fixed by the Board in its sole
discretion at the time such Option Right is granted; provided, however, that in
no event will such period exceed ten (10) years from its Date of Grant or, in
the case of a Participant who owns, directly or indirectly (as determined
pursuant to Section 424(d) of the Code), more than 10% of the total combined
voting power of all classes of stock of the Company or any subsidiary or parent
corporation of the Company (within the meaning of Sections 424(f) and 424(e),
respectively, of the Code), five (5) years from its Date of Grant.

                  (ii) Nonqualified Stock Options. The period during which a
Nonqualified Stock Option may be exercised will be fixed by the Board in its
sole discretion at the time such Option Right is granted; provided, however,
that in no event will such period exceed ten (10) years from its Date of Grant.

            (f) Exercise of Options. Each grant of an Option Right will specify
the period or periods of continuous service by the Participant with the Company
or any Subsidiary which is necessary before the Option Right or installments
thereof will vest and become exercisable and

                                       7


may provide for the earlier exercise of such Option Right in the event of a
Change in Control or other event. To the extent that the right to purchase
Common Shares has accrued thereunder, an Option Right may be exercised, in whole
or in part, from time to time by written notice to the Company, in accordance
with the procedures set forth in the Option Agreement.

            (g) Payment of Exercise Price.

                  (i) Each grant will specify whether the Option Price is
payable (A) in cash, (B) by the actual or constructive transfer to the Company
of nonforfeitable, unrestricted Common Shares already owned by the Optionee (or
other consideration authorized pursuant to Section 6(g)(ii)) having an actual or
constructive value as of the time of exercise as determined by the Board or in
accordance with the applicable Option Agreement referred to in Section 6(b),
equal to the total Option Price, (C) by having the Company reduce the number of
Common Shares distributed to the Optionee by a number of Common Shares with a
Market Value per Common Share, as of the date of exercise, equal to the Option
Price of the Common Shares, (D) by deferred payment of the full purchase price
of the Common Shares from the proceeds of a sale, through a bank or broker, on
the exercise date of some or all of the Common Shares underlying the Option
Right to which such exercise relates, or (E) by a combination of such methods of
payment. In connection with a constructive transfer pursuant to Section
6(g)(i)(B) hereof, a Participant may provide an attestation letter in form
acceptable to the Company requesting that the Company issue and transfer to the
Participant, in full satisfaction of such exercise, Common Shares having a value
net of the exercise price and any applicable withholding taxes.

                  (ii) The Board may determine, at or after the Date of Grant,
that payment of the Option Price of any option (other than an Incentive Stock
Option) may also be made in whole or in part in the form of Restricted Shares or
other Common Shares that are forfeitable or subject to restrictions on transfer,
or other Option Rights (based on the Spread on the date of exercise). Unless
otherwise determined by the Board at or after the Date of Grant, whenever any
Option is exercised in whole or in part by means of any of the forms of
consideration specified in this Section 6(g), the Common Shares received upon
the exercise of the Option Rights will be subject to such risk of forfeiture or
restrictions on transfer as may correspond to any that apply to the
consideration surrendered, but only to the extent of (i) the number of shares
surrendered in payment of the Option Price or (ii) the Spread of any
unexercisable portion of Option Rights surrendered in payment of the Option
Price.

                  (iii) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on the exercise date of
some or all of the shares to which such exercise relates.

            (h) Reload Policy. In the event that a Participant serving in a
management position at the Company tenders by attestation Common Shares in
payment or partial payment of either the Option Price or any withholding taxes,
additional Option Rights may be granted to such Participant, subject to Board
approval. The number of additional Option Rights shall equal the number of
Common Shares constructively tendered in payment or partial payment of either
the Option Price or any withholding taxes.

                                       8


            (i) Successive Grants. Successive grants of Option Rights may be
made to the same Participant whether or not any Option Rights or other Rights
previously granted to such Participant remain unexercised.

            (j) Post-Termination Exercises. The Board shall establish and set
forth in each Option Agreement that evidences an Option Right whether the Option
will continue to be exercisable, and the terms and conditions of such exercise,
if a Participant ceases to be employed by, or to provide services to, the
Company or its Subsidiaries, which provisions may be waived by the Board at any
time.

      7. ADDITIONAL INCENTIVE STOCK OPTION LIMITATIONS.

            (a) Dollar Limitation. To the extent the aggregate Market Value
(determined as of the Date of Grant) of Common Shares with respect to which
Incentive Stock Options are exercisable for the first time during any calendar
year (under the Plan and all other stock option plans of the Company) exceeds
$100,000, such portion in excess of $100,000 shall be treated as a Nonqualified
Stock Option. In the event the Optionee holds two or more such Options that
become exercisable for the first time in the same calendar year, such limitation
shall be applied on the basis of the order in which such Options are granted.

            (b) Eligible Employees. Individuals who are not employees of the
Company or one of its parent corporations or subsidiary corporations may not be
granted Incentive Stock Options. For purposes of this Section 7(b), "parent
corporation" and "subsidiary corporation" shall have the meanings attributed to
those terms for purposes of Section 424(e) and 424(f) of the Code.

            (c) Exercisability. An Option designated as an Incentive Stock
Option must be exercised within three months after termination of employment for
reasons other than death, except that, in the case of termination of employment
due to disability, as defined in Section 22(e)(3), such Option must be exercised
within one year after such termination. In the case of termination of employment
due to the death of the employee, such Option must be exercised within one year
after such termination. Employment shall not be deemed to continue beyond the
first 90 days of a leave of absence unless the Optionee's reemployment rights
are guaranteed by statute or contract.

            (d) Taxation of Incentive Stock Options. In order to obtain certain
tax benefits afforded to Incentive Stock Options under Section 422 of the Code,
the Optionee must hold the shares issued upon the exercise of an Incentive Stock
Option for two years after the Date of Grant of the Incentive Stock Option and
one year from the date of exercise. An Optionee may be subject to the
alternative minimum tax at the time of exercise of an Incentive Stock Option.
The Board may require an Optionee to give the Company prompt notice of any
disposition of shares acquired by the exercise of an Incentive Stock Option
prior to the expiration of such holding periods.

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      8. APPRECIATION RIGHTS. The Board may from time to time authorize the
grant to Participants of Appreciation Rights upon such terms and conditions as
it may determine in accordance with the provisions set forth below. Appreciation
Rights may be granted either in connection with, or independently of, the grant
of any Option Rights or Restricted Share Rights.

            (a) Form of Appreciation Right. An Appreciation Right shall be
expressed as the right to receive from the Company consideration with a value
equal to the Spread for a specified number of Common Shares between the
measurement or base price of a Common Share stated in the Appreciation Right
Agreement and the Market Value of a Common Share on the date the Appreciation
Right is exercised.

            (b) Appreciation Right Agreement. Each grant of Appreciation Rights
will be evidenced by an Appreciation Right Agreement executed on behalf of the
Company by an officer, director, or, if authorized by the Board, employee of the
Company and delivered to and accepted by the Participant, which agreement will
describe such Appreciation Rights, state that such Appreciation Rights are
subject to all the terms and conditions of this Plan, and contain such other
terms and provisions as the Board may approve, except that in no event will such
Appreciation Right Agreement include any provision prohibited by the express
terms of this Plan. The Appreciation Right Agreement shall be consistent with
the form of Appreciation Right Agreement adopted by the Board and amended from
time to time, for the purpose of granting Appreciation Rights.

            (c) Measurement or Base Price. The measurement or base price used to
determine the value of an Appreciation Right at the time an Appreciation Right
is exercised will be determined by the Board in its sole discretion at the Date
of Grant; provided, however, that such price shall not be less than 85% of the
Market Value of one Common Share on the Date of Grant.

            (d) Term of Appreciation Rights. The term during which an
Appreciation right may be exercised will be fixed by the Board in its sole
discretion at the time such Appreciation Right is granted; provided, however,
that in not event will such period exceed ten (10) years from its Date of Grant.

            (e) Exercise of Appreciation Rights. Each grant of an Appreciation
Right shall specify the period or periods of continuous service by the
Participant with the Company or any subsidiary which is necessary before the
Appreciation Right or installments thereof will vest and become exercisable and
may provide for the earlier exercise of such Appreciation Right in the event of
a Change in Control or other event. To the extent that the Appreciation Right
has become exercisable, an Appreciation Right may be exercised, in whole or in
part, from time to time by written notice to the Company in accordance with the
procedures set forth in the Appreciation Right Agreement.

            (f) Terms of Grant.

                  (i) Any grant may provide that the amount payable on exercise
of an Appreciation Right may be paid by the Company in cash, in Common Shares,
or in any

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combination thereof and may either grant to the Participant or retain in the
Board the right to elect among those alternatives.

                  (ii) Any grant may specify that the amount payable on exercise
of an Appreciation Right may not exceed a maximum specified by the Board as of
the Date of Grant.

            (g) Successive Grants. Successive grants of Appreciation Rights may
be made to the same Participant whether or not any Appreciation Rights or other
Rights previously granted to such Participant remain unexercised.

            (h) Post-Termination Exercise. The Board shall establish and set
forth in each Appreciation Right Agreement that evidences an Appreciation Right
whether the Appreciation Right will continue to be exercisable, and the terms
and conditions of such exercise, if a Participant ceases to be employed by, or
to provide services to, the Company or its subsidiaries, which provisions may be
waived by the Board at any time.

      9. RESTRICTED SHARES. The Board may from time to time authorize the
transfer or issuance to Participants of Restricted Shares upon such terms and
conditions it may determine in accordance with the provisions set forth below.
Restricted Shares may be granted either in connections with, or independently
of, the grant of any Option Rights or Appreciation Rights. The Board may also
authorize the issuance or transfer of Restricted Shares to Participants in
accordance with the provisions set forth below.

            (a) Ownership of Restricted Shares. All Restricted Shares
transferred or issued to a Participant will be legally and beneficially owned by
the Participant from the date of transfer or issuance (entitling such
Participant to voting, dividend and other ownership rights), but subject to the
risk of forfeiture as provided below, unless and until such shares are forfeited
by the Participant in accordance with the Restricted Share Agreement applicable
to such Restricted Shares.

            (b) Restricted Share Agreement. Each issuance or transfer of
Restricted Shares will be evidenced by a Restricted Share Agreement executed on
behalf of the Company by any officer, director, or, if authorized by the Board,
employee of the Company and delivered to and accepted by the Participant and
containing such terms and provisions as the Board may approve, except that in no
event will any such Restricted Share Agreement include any provision prohibited
by the express terms of the Plan. The Restricted Share Agreement shall be
consistent with the form of Restricted Share Agreement adopted by the Board and
amended from time to time, for the purpose of issuing Restricted Shares.

            (c) Share Certificates. All certificates representing Restricted
Shares will be held in custody by the Company until all restrictions thereon
have lapsed, together with a stock power executed by the Participant in whose
name such certificates are registered, endorsed in blank and covering
determination by the Board that an event causing the forfeiture of the
Restricted Shares has occurred.

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            (d) Consideration. Each such issuance or transfer may be made
without additional consideration.

            (e) Substantial Risk of Forfeiture, Restrictions and Forfeiture.

                  (i) The Restricted Share Agreement applicable to each transfer
or issuance of Restricted Shares shall specify the period or periods and/or
event or events during and/or as a result of which the Restricted Shares, will
be subject to forfeiture. Such period or periods and/or event or events shall be
determined by the Board at the Date of Grant in its sole discretion; provided,
however, that the Restricted Share must be subject to a "substantial risk of
forfeiture "within the meaning of Section 83 of the Code.

                  (ii) During the period when any Common Shares transferred or
issued as Restricted Shares remain subject to a substantial risk of forfeiture,
the Participant to whom such Common Shares were transferred or issued may not
transfer or otherwise dispose of such Common Shares and any attempt by a
Participant to transfer or otherwise dispose of Common Shares that remain
subject to a substantial risk of forfeiture will result in the immediate
forfeiture of such Common Shares.

                  (iii) In the event that any Restricted Shares are forfeited
pursuant to Subsection (ii) above or the provisions of the applicable Restricted
Share Agreement, the Company may cancel, reacquire or otherwise transfer the
forfeited Common Shares without payment of any consideration to the Participant
with respect to such forfeited Common Shares. In the event that the Company is,
at the time a forfeiture occurs, holding a certificate representing both Common
Shares that have been forfeited and Common Shares as to which the risk of
forfeiture has lapsed, the Company shall issue a new certificate in the name of
the Participant representing the number of Common Shares as to which the risk of
forfeiture has lapsed as soon a practicable following the event of forfeiture.

            (f) Successive Grants. Successive Grants of Restricted Shares may be
made to the same Participant whether or not any Restricted Share Rights or other
Rights previously granted to such Participant remain outstanding and/or
unexercised.

      10. TRANSFERABILITY.

            (a) No Option Right or Appreciation Right granted under this Plan
will be transferable by a Participant other than by will or the laws of descent
and distribution except (in the case of a Participant who is not a Director or
officer of the Company) to a fully revocable trust of which the Optionee is
treated as the owner for federal income tax purposes. Option Rights and
Appreciation Rights will be exercisable during the Optionee's life only by him
or by his guardian or legal representative. The Board may impose additional
restrictions on transfer as well.

            (b) The Board may specify at the Date of Grant that part or all of
the Common Shares that are (i) to be issued or transferred by the Company upon
the exercise of Option Rights or Appreciation Rights or (ii) no longer subject
to the substantial risk of forfeiture and

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restrictions on transfer referred to in Section 9(e), will be subject to further
restrictions on transfer.

      11. FRACTIONAL SHARES. The Company will not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions and for the settlement of fractions in cash.

      12. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local, or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements may include relinquishment of a portion of such benefit.

      13. CANCELLATIONS, SUSPENSION AND AMENDMENT.

            (a) Cancellation and Suspension. The Board, in its sole discretion
may cancel or suspend this Plan; provided, however, that no such cancellation or
suspension shall effect the continuation or validity of any Right arising
pursuant to this Plan prior to such cancellation or suspension.

            (b) Amendments. Subject to the limitations set forth below, this
Plan may be amended as follows:

                  (i) Except for Material Amendments (as defined in Section
13(d) below), the Board, in its sole discretion, may amend this Plan in such
respects as the Board deems advisable.

                  (ii) With respect to Material Amendments, such amendments must
first be adopted by the Board and then submitted for approval by the Company's
Stockholders in accordance with all applicable laws, regulations and rules. No
Material Amendment will be effective without, or prior to obtaining, stockholder
approval.

            (c) Prohibited Amendments. Notwithstanding the provisions of
Subsection (b) above, no amendment to this Plan will be effective if such
Amendment would cause Rule 16b-3 to become inapplicable to the Plan during any
period which the Company has any class of equity Securities registered pursuant
to Section 13 or 15 of the Exchange Act.

            (d) Definition of Material Amendment. For purposes of this Section,
the term "Material Amendment" shall mean any material modification of the terms
of the Plan, including without imitation (a) any increase in the number of
shares to be issued under the Plan (other than as authorized by Section 4(c)
hereof); (b) any material increase in the benefits to Participants, including
any change in the Plan to (i) permit a repricing (or decrease in exercise price)
of outstanding Option Rights or Appreciation Rights, (ii) reduce the price at
which Option Rights, Appreciation Rights or Restricted Shares may be offered or
(iii) extend the duration of the Plan;

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(c) any modification of the class of Participants eligible to participate in the
Plan, (d) any expansion in the types of awards provided under the Plan and (e)
any other amendment that would qualify as a "material amendment" under the
NASDAQ National Market listing standards, as amended from time to time.

            (e) Death, Disability or Retirement. In case of termination of
employment by reason of death, disability or normal or early retirement, or in
the case of hardship or other special circumstances, of a Participant who holds
an Option Right or Appreciation Right not immediately exercisable in full or any
Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, or who holds Common
Shares subject to any transfer restriction imposed pursuant to Section 10(b),
the Board may take such action as it deems equitable in the circumstances or in
the best interests of the Company including without limitation waiving or
modifying any other limitation or requirement under any such award.

      14. MISCELLANEOUS.

            (a) Continued Employment or Service. This Plan will not confer upon
any Participant any right with respect to continuance of employment or other
service with the Company or any Subsidiary, nor will it interfere in any way
with any right the Company or any Subsidiary would otherwise have to terminate
or modify the terms of such Participant's employment or other service at any
time.

            (b) Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to amend, modify or rescind any previously approved compensation plans
or programs entered into by the Company. The Plan will be construed to be in
addition to any and all such other plans or programs. Neither the adoption of
the Plan nor the submission of the Plan to the Stockholders for approval will be
construed as creating any limitations on the power of authority of the Board to
adopt such additional or other compensation arrangements as the Board may deem
necessary or desirable.

            (c) Severability. To the extent that any provision of this Plan
would prevent any Option Right that was intended to qualify an Incentive Stock
Option from qualifying as such, that provision will be null and void with
respect to such Option Right, but will remain in effect for other Option Rights
and there will be no further effect on any provision of this Plan.

            (d) Governing Law. This Plan will be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof. If any provision of this Plan is held to
be invalid or unenforceable, no other provision of this Plan will be affected
thereby.

            (e) Compliance with Laws. The Plan is intended to conform to the
extent necessary with Code, the Securities Act, the Exchange Act, all rules and
regulations promulgated by the SEC pursuant to the Securities Act and the
Exchange Act and the listing standards of the NASDAQ National Market. The Plan
will be administered, and the awards granted and exercised, only in such a
manner as to conform to these laws, rules and regulations. Any

                                       14


Common shares delivered under the Plan shall be subject to such restrictions,
and the participant acquiring such securities shall, if requested by the
Company, provide such assurances and representations to the Company as the
Company deems necessary or desirable to assure compliance with all applicable
legal requirements. To the extent permitted by applicable law, the Amended and
Restated Plan and the awards granted thereunder shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.

            (f) Effective Date. The effective date of the 2002 Equity Incentive
Plan (the "Original Plan") was January 1, 2002 (the "Original Plan Effective
Date"). The Original Plan Effective Date applies to any Rights issued pursuant
to the Original Plan prior to the adoption of this Plan. This Plan shall be
effective only upon the approval by the Company's Stockholders in accordance
with all applicable laws, regulations and rules. Subject to the foregoing
condition, Rights may be granted pursuant to this Plan from time to time within
the period commencing upon adoption of this Plan by the Company's Stockholders
and ending ten (10) years after the adoption of this Plan by the Company's
stockholders. A failure of the Company's stockholders to approve this Plan shall
not affect any Rights issued under the Original Plan.

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