Ceramics Process Systems
                      2000 Stock Incentive Plan

          Adopted by the Board of Directors January 22, 1999

1. Purpose

The purpose of this 1999 Stock Incentive Plan (the "Plan") of
Ceramics Process Systems Corporation, a Delaware corporation (the
"Company"), is to advance the interests of the Company's stockholders by
enhancing the Company's ability to attract, retain and motivate persons
who make (or are expected to make) important contributions to the
Company by providing such persons with equity ownership opportunities
and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall
include any of the Company's present or future subsidiary corporations
of as defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code") and any
other business venture (including, without limitation, joint venture or
limited liability company) in which the Company has a significant
interest, as determined by the Board of Directors of the Company (the
"Board").

2. Eligibility

All of the Company's employees, officers, directors, consultants
and advisors (and any individuals who have accepted an offer for
employment) are eligible to be granted options, restricted stock awards,
or other stock-based awards (each, an "Award") under the Plan.  Each
person who has been granted an Award under the Plan shall be deemed a
"Participant".

3. Administration, Delegation

(1) Administration by Board of Directors.  The Plan will be
administered by the Board.  The Board shall have authority to grant
Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem
advisable.  The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and
to the extent it shall deem expedient to carry the Plan into effect and
it shall be the sole and final judge of such expediency.  All decisions
by the Board shall be made in the Board's sole discretion and shall be
final and binding on all persons having or claiming any interest in the
Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.

(2) Delegation to Executive Officers.  To the extent permitted
by applicable law, the Board may delegate to one or more executive
officers of the Company the power to make Awards and exercise such other
powers under the Plan as the Board may determine, provided that the
Board shall fix the maximum number of shares subject to Awards and the
maximum number of shares for any one Participant to be made by such
executive officers.

(3) Appointment of Committees.  To the extent permitted by
applicable law, the Board may delegate any or all of its powers under
the Plan to one or more committees or subcommittees of the Board (a
"Committee").  All references in the Plan to the "Board" shall mean the
Board or a Committee of the Board or the executive officer referred to
in Section 3(b) to the extent that the Board's powers or authority under
the Plan have been delegated to such Committee or executive officer.

4. Stock Available for Awards

(1) Number of Shares.  Subject to adjustment under Section 8,
Awards may be made under the Plan for up to 1,250,000 shares of common
stock, $0.01 par value per share, of the Company (the "Common Stock").
If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or
results in any Common Stock not being issued, the unused Common Stock
covered by such Award shall again be available for the grant of Awards
under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

(2) Per-Participant Limit.  Subject to adjustment under
Section 8, the maximum number of shares of Common Stock with respect to
which an Award may be granted to any Participant under the Plan shall be
250,000 per calendar year.  The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with Section
162(m) of the Code.

5. Stock Options

(1) General.  The Board may grant options to purchase Common
Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option
and the conditions and limitations applicable to the exercise of each
Option, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable.  An Option
which is not intended to be an Incentive Stock Option (as hereinafter
defined) shall be designated a "Nonstatutory Stock Option".

(2) Incentive Stock Options.  An Option that the Board intends
to be an "incentive stock option" as defined in Section 422 of the Code
(an "Incentive Stock Option") shall only be granted to employees of the
Company and shall be subject to and shall be construed consistently with
the requirements of Section 422 of the Code.  The Company shall have no
liability to a Participant, or any other party, if an Option (or any
part thereof) which is intended to be an Incentive Stock Option is not
an Incentive Stock Option.

(3) Exercise Price.  The Board shall establish the exercise
price at the time each Option is granted and specify it in the
applicable option agreement; provided, however, that the exercise price
shall be not less than 100% of the fair market value of the Common
Stock, as determined by the Board, at the time the Option is granted.

(4) Duration of Options.  Each Option shall be exercisable at
such times and subject to such terms and conditions as the Board may
specify in the applicable option agreement; provided, however, that no
Option will be granted for a term in excess of 10 years.

(5) Exercise of Option.  Options may be exercised by delivery to
the Company of a written notice of exercise signed by the proper person
or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for
the number of shares for which the Option is exercised.

(6) Payment Upon Exercise.  Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as
follows:

(1) in cash or by check, payable to the order of the
Company;

(2) except as the Board may, in its sole discretion,
otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the exercise
price or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the
exercise price;

(3) when the Common Stock is registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method
of payment is then permitted under applicable law and (ii) such Common
Stock was owned by the Participant at least six months prior to such
delivery;

(4) to the extent permitted by the Board, in its sole
discretion by (i) delivery of a promissory note of the Participant to
the Company on terms determined by the Board, or (ii) payment of such
other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of
payment.

6. Restricted Stock

(1) Grants.  The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if
issued at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior
to the end of the applicable restriction period or periods established
by the Board for such Award (each, a "Restricted Stock Award").

(2) Terms and Conditions.  The Board shall determine the terms
and conditions of any such Restricted Stock Award, including the
conditions for repurchase (or forfeiture) and the issue price, if any.
Any stock certificates issued in respect of a Restricted Stock Award
shall be registered in the name of the Participant and, unless otherwise
determined by the Board, deposited by the Participant, together with a
stock power endorsed in blank, with the Company (or its designee).  At
the expiration of the applicable restriction periods, the Company (or
such designee) shall deliver the certificates no longer subject to such
restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a
Participant to receive amounts due or exercise rights of the Participant
in the event of the Participant's death (the "Designated Beneficiary").
In the absence of an effective designation by a Participant, Designated
Beneficiary shall mean the Participant's estate.

7. Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon
the Common Stock having such terms and conditions as the Board may
determine, including the grant of shares based upon certain conditions,
the grant of securities convertible into Common Stock and the grant of
stock appreciation rights.

8. Adjustments for Changes in Common Stock and Certain Other Events

(1) Changes in Capitalization.  In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock
other than a normal cash dividend, (i) the number and class of
securities available under this Plan, (ii) the per-Participant limit set
forth in Section 4(b), (iii) the number and class of securities and
exercise price per share subject to each outstanding Option, (iv) the
repurchase price per share subject to each outstanding Restricted Stock
Award, and (v) the terms of each other outstanding Award shall be
appropriately adjusted by the Company (or substituted Awards may be
made, if applicable) to the extent the Board shall determine, in good
faith, that such an adjustment (or substitution) is necessary and
appropriate.  If this Section 8(a) applies and Section 8(c) also applies
to any event, Section 8(c) shall be applicable to such event, and this
Section 8(a) shall not be applicable.

(2) Liquidation or Dissolution.  In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written
notice to the Participants provide that all then unexercised Options
will (i) become exercisable in full as of a specified time at least 10
business days prior to the effective date of such liquidation or
dissolution and (ii) terminate effective upon such liquidation or
dissolution, except to the extent exercised before such effective date.
The Board may specify the effect of a liquidation or dissolution on any
Restricted Stock Award or other Award granted under the Plan at the time
of the grant of such Award.

(3) Acquisition and Change in Control Events

(1) Definitions

(1) An "Acquisition Event" shall mean:

(1) any merger or consolidation of the Company
with or into another entity as a result of
which the Common Stock is converted into
or exchanged for the right to receive
cash, securities or other property; or

(2) any exchange of shares of the Company for
cash, securities or other property
pursuant to a statutory share exchange
transaction.
(2) A "Change in Control Event" shall mean:

(1) the acquisition by an individual, entity
or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of
beneficial ownership of any capital stock
of the Company if, after such acquisition,
such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under
the Exchange Act) thirty percent (30%) or
more of either (x) the then-outstanding
shares of common stock of the Company (the
"Outstanding Company Common Stock") or (y)
the combined voting power of the then-
outstanding securities of the Company
entitled to vote generally in the election
of directors (the "Outstanding Company
Voting Securities"); provided, however,
that for purposes of this subsection (i),
the following acquisitions shall not
constitute a Change in Control Event: (A)
any acquisition directly from the Company
(excluding an acquisition pursuant to the
exercise, conversion or exchange of any
security exercisable for, convertible into
or exchangeable for common stock or voting
securities of the Company, unless the
Person exercising, converting or
exchanging such security acquired such
security directly from the Company or an
underwriter or agent of the Company), (B)
any acquisition by any employee benefit
plan (or related trust) sponsored or
maintained by the Company or any
corporation controlled by the Company, (C)
any acquisition by any corporation
pursuant to a Business Combination (as
defined below) which complies with clauses
(x) and (y)  of subsection (iii) of this
definition or (D) any acquisition by
(i) American Research and Development I,
L.P.; (ii) American Research and
Development III, L.P.; (iii) Ampersand
Specialty Material Ventures Limited
Partnership; (iv) Grant C. Bennett or (v)
Waco Partners (each such party is referred
to herein as an "Exempt Person") of any
shares of Common Stock; provided that,
after such acquisition, such Exempt Person
does not beneficially own more than forty-
five percent (45%) of either (i) the
Outstanding Company Common Stock or (ii)
the Outstanding Company Voting Securities;
or

(2) such time as the Continuing Directors (as
defined below) do not constitute a
majority of the Board (or, if applicable,
the Board of Directors of a successor
corporation to the Company), where the
term "Continuing Director" means at any
date a member of the  Board (x) who was a
member of the Board on the date of the
initial adoption of this Plan by the Board
or (y) who was nominated or elected
subsequent to such date by at least a
majority of the directors who were
Continuing Directors at the time of such
nomination or election or whose election
to the Board was recommended or endorsed
by at least a majority of the directors
who were Continuing Directors at the time
of such nomination or election; provided,
however, that there shall be excluded from
this clause (y) any individual whose
initial assumption of office occurred as a
result of an actual or threatened election
contest with respect to the election or
removal of directors or other actual or
threatened solicitation of proxies or
consents, by or on behalf of a person
other than the Board; or

(3) the consummation of a merger,
consolidation, reorganization,
recapitalization or statutory share
exchange involving the Company or a sale
or other disposition of all or
substantially all of the assets of the
Company (a "Business Combination"),
unless, immediately following such
Business Combination, each of the
following two conditions is satisfied: (x)
all or substantially all of the
individuals and entities who were the
beneficial owners of the Outstanding
Company Common Stock and Outstanding
Company Voting Securities immediately
prior to such Business Combination
beneficially own, directly or indirectly,
more than 50% of the then-outstanding
shares of common stock and the combined
voting power of the then-outstanding
securities entitled to vote generally in
the election of directors, respectively,
of the resulting or acquiring corporation
in such Business Combination (which shall
include, without limitation, a corporation
which as a result of such transaction owns
the Company or substantially all of the
Company's assets either directly or
through one or more subsidiaries) (such
resulting or acquiring corporation is
referred to herein as the "Acquiring
Corporation") in substantially the same
proportions as their ownership of the
Outstanding Company Common Stock and
Outstanding Company Voting Securities,
respectively, immediately prior to such
Business Combination and (y) no Person
(excluding the Acquiring Corporation, any
employee benefit plan (or related trust)
maintained or sponsored by the Company or
by the Acquiring Corporation or any Exempt
Person) beneficially owns, directly or
indirectly, 30% or more of the then-
outstanding shares of common stock of the
Acquiring Corporation, or of the combined
voting power of the then-outstanding
securities of such corporation entitled to
vote generally in the election of
directors (except to the extent that such
ownership existed prior to the Business
Combination).

(2) Effect on Options

(1) Acquisition Event.  Upon the occurrence of an
Acquisition Event (regardless of whether such
event also constitutes a Change in Control
Event), or the execution by the Company of any
agreement with respect to an Acquisition Event
(regardless of whether such event will result in
a Change in Control Event), the Board shall
provide that all outstanding Options shall be
assumed, or equivalent options shall be
substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); provided
that if such Acquisition Event also constitutes
a Change in Control Event, except to the extent
specifically provided to the contrary in the
instrument evidencing any Option or any other
agreement between a Participant and the Company,
such assumed or substituted options shall be
immediately exercisable in full upon the
occurrence of such Acquisition Event.  For
purposes hereof, an Option shall be considered
to be assumed if, following consummation of the
Acquisition Event, the Option confers the right
to purchase, for each share of Common Stock
subject to the Option immediately prior to the
consummation of the Acquisition Event, the
consideration (whether cash, securities or other
property) received as a result of the
Acquisition Event by holders of Common Stock for
each share of Common Stock held immediately
prior to the consummation of the Acquisition
Event (and if holders were offered a choice of
consideration, the type of consideration chosen
by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that
if the consideration received as a result of the
Acquisition Event is not solely common stock of
the acquiring or succeeding corporation (or an
affiliate thereof), the Company may, with the
consent of the acquiring or succeeding
corporation, provide for the consideration to be
received upon the exercise of Options to consist
solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof)
equivalent in fair market value to the per share
consideration received by holders of outstanding
shares of Common Stock as a result of the
Acquisition Event.

Notwithstanding the foregoing, if the
acquiring or succeeding corporation (or an
affiliate thereof) does not agree to assume, or
substitute for, such Options, then the Board
shall, upon written notice to the Participants,
provide that all then unexercised Options will
become exercisable in full as of a specified
time prior to the Acquisition Event and will
terminate immediately prior to the consummation
of such Acquisition Event, except to the extent
exercised by the Participants before the
consummation of such Acquisition Event;
provided, however, in the event of an
Acquisition Event under the terms of which
holders of Common Stock will receive upon
consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to
such Acquisition Event (the "Acquisition
Price"), then the Board may instead provide that
all outstanding Options shall terminate upon
consummation of such Acquisition Event and that
each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if
any) by which (A) the Acquisition Price
multiplied by the number of shares of Common
Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B)
the aggregate exercise price of such Options.

(2) Change in Control Event that is not an
Acquisition Event.  Upon the occurrence of a
Change in Control Event that does not also
constitute an Acquisition Event, except to the
extent specifically provided to the contrary in
the instrument evidencing any Option or any
other agreement between a Participant and the
Company, all Options then-outstanding shall
automatically become immediately exercisable in
full.

(3) Effect on Restricted Stock Awards

(1) Acquisition Event that is not a Change in
Control Event. Upon the occurrence of an
Acquisition Event that is not a Change in
Control Event, the repurchase and other rights
of the Company under each outstanding Restricted
Stock Award shall inure to the benefit of the
Company's successor and shall apply to the cash,
securities or other property which the Common
Stock was converted into or exchanged for
pursuant to such Acquisition Event in the same
manner and to the same extent as they applied to
the Common Stock subject to such Restricted
Stock Award.

(2) Change in Control Event.  Upon the occurrence of
a Change in Control Event (regardless of whether
such event also constitutes an Acquisition
Event), except to the extent specifically
provided to the contrary in the instrument
evidencing any Restricted Stock Award or any
other agreement between a Participant and the
Company, all restrictions and conditions on all
Restricted Stock Awards then-outstanding shall
automatically be deemed terminated or satisfied.

(4) Effect on Other Awards

(1) Acquisition Event that is not a Change in
Control Event. The Board shall specify the
effect of an Acquisition Event that is not a
Change in Control Event on any other Award
granted under the Plan at the time of the grant
of such Award.

(2) Change in Control Event.  Upon the occurrence of
a Change in Control Event (regardless of whether
such event also constitutes an Acquisition
Event), except to the extent specifically
provided to the contrary in the instrument
evidencing any other Award or any other
agreement between a Participant and the Company,
all other Awards shall become exercisable,
realizable or vested in full, or shall be free
of all conditions or restrictions, as applicable
to each such Award.

9. General Provisions Applicable to Awards

(1) Transferability of Awards.  Except as the Board may
otherwise determine or provide in an Award, Awards shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to
whom they are granted, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of
the Participant, shall be exercisable only by the Participant.
References to a Participant, to the extent relevant in the context,
shall include references to authorized transferees.

(2) Documentation.  Each Award shall be evidenced by a written
instrument in such form as the Board shall determine.  Such written
instrument may be in the form of an agreement signed by the Company and
the Participant or a written confirming memorandum to the Participant
from the Company.  Each Award may contain terms and conditions in
addition to those set forth in the Plan.

(3) Board Discretion.  Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not be identical, and the Board
need not treat Participants uniformly.

(4) Termination of Status.  The Board shall determine the effect
on an Award of the disability, death, retirement, authorized leave of
absence or other  change in the employment or other status of a
Participant and the extent to which, and the period during which, the
Participant, the Participant's legal representative, conservator,
guardian or Designated Beneficiary may exercise rights under the Award.

(5) Withholding.  Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any taxes
required by law to be withheld in connection with Awards to such
Participant no later than the date of the event creating the tax
liability.  Except as the Board may otherwise provide in an Award, when
the Common Stock is registered under the Exchange Act, Participants may,
to the extent then permitted under applicable law, satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value.  The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to a Participant.

(6) Amendment of Award.  The Board may amend, modify or
terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type,
changing the date of exercise or realization, and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.

(7) Conditions on Delivery of Stock.  The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or
to remove restrictions from shares previously delivered under the Plan
until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company's
counsel, all other legal matters in connection with the issuance and
delivery of such shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market rules
and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws,
rules or regulations.

(8) Acceleration.  The Board may at any time provide that any
Options shall become immediately exercisable in full or in part, that
any Restricted Stock Awards shall be free of restrictions in full or in
part or that any other Awards may become exercisable in full or in part
or free of some or all restrictions or conditions, or otherwise
realizable in full or in part, as the case may be.

10. Miscellaneous

(1) No Right To Employment or Other Status.  No person shall
have any claim or right to be granted an Award, and the grant of an
Award shall not be construed as giving a Participant the right to
continued employment or any other relationship with the Company.  The
Company expressly reserves the right at any time to dismiss or otherwise
terminate its relationship with a Participant free from any liability or
claim under the Plan, except as expressly provided in the applicable
Award.

(2) No Rights As Stockholder.  Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock
to be distributed with respect to an Award until becoming the record
holder of such shares.  Notwithstanding the foregoing, in the event the
Company effects a split of the Common Stock by means of a stock dividend
and the exercise price of and the number of shares subject to such
Option are adjusted as of the date of the distribution of the dividend
(rather than as of the record date for such dividend), then an optionee
who exercises an Option between the record date and the distribution
date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of
Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business
on the record date for such stock dividend.

(3) Effective Date and Term of Plan.  The Plan shall become
effective on the date on which it is adopted by the Board but no Award
granted to a Participant designated by the Board as subject to Section
162(m) of the Code by the Board shall become exercisable, vested or
realizable, as applicable to such Award, unless and until the Plan has
been approved by the Company's stockholders to the extent stockholder
approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)).  No
Awards shall be granted under the Plan after the completion of ten years
from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company's
stockholders, but Awards previously granted may extend beyond that date.

(4) Amendment of Plan.  The Board may amend, suspend or
terminate the Plan or any portion thereof at any time provided that to
the extent required by Section 162(m) of the Code, no Award granted to a
Participant designated as subject to Section 162(m) by the Board after
the date of such amendment shall become exercisable, realizable or
vested, as applicable to such Award (to the extent that such amendment
to the Plan was required to grant such Award to a particular
Participant), unless and until such amendment shall have been approved
by the Company's stockholders as required by Section 162(m) (including
the vote required under Section 162(m)).

(5) Governing Law.  The provisions of the Plan and all Awards
made hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware, without regard to any applicable
conflicts of law.