SUMMARY PLAN DESCRIPTION

FOR THE

CIPHERGEN BIOSYSTEMS, INC. 401(K) SAVINGS PLAN

TABLE OF CONTENTS

(1) GENERAL. ...................................................................................................... 1
(2) IDENTIFICATION OF PLAN. ....................................................................................... 1
(3) TYPE OF PLAN. ................................................................................................. 1
(4) PLAN ADMINISTRATOR............................................................................................. 1
(5) TRUSTEE/TRUST FUND. ........................................................................................... 2
(6) HOURS OF SERVICE. .............................................................................................. 2
(7) ELIGIBILITY TO PARTICIPATE. ................................................................................... 2
(8) EMPLOYER'S CONTRIBUTIONS. ..................................................................................... 3
(9) EMPLOYEE CONTRIBUTIONS. ....................................................................................... 5
(10) VESTING IN EMPLOYER CONTRIBUTIONS............................................................................. 5
(11) PAYMENT OF BENEFITS AFTER TERMINATION OF EMPLOYMENT. ......................................................... 7
(12) PAYMENT OF BENEFITS PRIOR TO TERMINATION OF EMPLOYMENT. ...................................................... 9
(13) DISABILITY BENEFITS. .......................................................................................... 10
(14) PAYMENT OF BENEFITS UPON DEATH. ............................................................................... 10
(15) DISQUALIFICATION OF PARTICIPANT STATUS - LOSS OR DENIAL OF BENEFITS. .......................................... 11
(16) CLAIMS PROCEDURE. ............................................................................................. 11
(17) RETIRED PARTICIPANTS, SEPARATED PARTICIPANT WITH VESTED BENEFIT, BENEFICIARY RECEIVING
BENEFITS. ................................................................................................. 12
(18) PARTICIPANT'S RIGHTS UNDER ERISA. ............................................................................. 12
(19) FEDERAL INCOME TAXATION OF BENEFITS PAID. ..................................................................... 13
(20) PARTICIPANT LOANS. ............................................................................................ 13
(21) PARTICIPANT DIRECTION OF INVESTMENT. .......................................................................... 13

SUMMARY PLAN DESCRIPTION

(1) GENERAL. The legal name, address and Federal employer identification number
of the Employer are -

Ciphergen Biosystems, Inc.
490 San Antonio Road, 2nd Fl.
Palo Alto, CA 94306
33-0595156

The Employer has established a retirement plan ("Plan") to supplement your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits in the event of your death or disability or in the event of your
termination of employment prior to normal retirement. If after reading this
summary you have any questions please ask the Plan Administrator. We emphasize
XXX XXX XXX description is a highlight of the more important provisions of the
Plan. If there is a XXX XXX XXX statement in this summary plan description and
in the Plan, the terms of the Plan control.

(2) IDENTIFICATION OF PLAN. The Plan is known as -

Ciphergen Biosystems, Inc. 401(k) Savings Plan

The Employer has assigned 001 as the Plan identification number. The plan year
is the period on which the Plan maintains its records: the twelve consecutive
month period ending every December 31.

(3) TYPE OF PLAN. The Plan is commonly known as a Code Section 401(k) profit
sharing plan. Section (8), "Employer's Contributions," explains how you share in
the Employer's annual contributions to the trust fund and the extent to which
the Employer has an obligation to make annual contributions to the trust fund.

Under this Plan, there is no fixed dollar amount of retirement benefits. Your
actual retirement benefit will depend on the amount of your account balance
at the time of retirement. Your account balance will reflect the annual
allocations, the period of time you participate in the Plan and the success
of the Plan in investing and reinvesting the assets of the trust fund.
Furthermore, a governmental agency known as the Pension Benefit Guaranty
Corporation (PBGC) insures the benefits payable under plans which provide for
fixed and determinable retirement benefits. The Plan does not provide a fixed
and determinable retirement benefit. Therefore, the PBGC does not include
this Plan within its insurance program.

(4) PLAN ADMINISTRATOR. The Employer is the Plan Administrator. The Employer's
telephone number is (415) 496-3770. The Employer has designated William E. Rich
to assist the Employer with the duties of Plan Administrator. You must contact
William E. Rich at the Employer's address. The Plan Administrator is responsible
for providing you and other participants information regarding your rights and
benefits under the Plan. The Plan Administrator also has the primary authority
for filing the various reports, forms and returns with the Department of Labor
and the Internal Revenue Service.

The name of the person designated as agent for service of legal process and the
address where a processor may serve legal process upon the Plan are -

William E. Rich
Ciphergen Biosystems, Inc.
490 San Antonio Road, 2nd Fl.
Palo Alto, CA 94306

A legal processor may also serve the Trustee of the Plan or the Plan
Administrator.

The Plan permits the Employer to appoint an Advisory Committee to assist in
the administration of the Plan. The Advisory Committee has the responsibility
for making all discretionary determinations under the Plan and for giving
distribution directions to the Trustee. If the Employer does not appoint an
Advisory Committee, the Plan Administrator assumes these responsibilities.
The members of the Advisory Committee may change from time to time. You may
obtain the names of the current members of the Advisory Committee from the
Plan Administrator.

(5) TRUSTEE/TRUST FUND. The Employer has appointed -

William E. Rich 490 San Antonio Road, 2nd Fl.
Palo Alto, CA 94306

to hold the office of Trustee. The Trustee will hold all amounts the Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the Trustee will make all distribution and benefit payments from the trust fund
to participants and beneficiaries. The Trustee will maintain trust fund records
on a plan year basis.

(6) HOURS OF SERVICE. The Plan and this summary plan description include
reference to hours of service. To advance on the vesting schedule or to share in
the allocation of Employer contributions for a plan year, the Plan requires you
to complete a minimum number of hours of service during a specified period, such
as the plan year. The sections covering vesting and employer contributions
explain this aspect of the Plan in the context of those topics. However, hour of
service has the same meaning for all purposes of the Plan.

The Department of Labor, in its regulations, has prescribed various methods
under which the Employer may credit hours of service. The Employer has selected
the "actual" method for crediting hours of service. Under the actual method, you
will receive credit for each hour for which the Employer pays you, directly or
indirectly, or for which you are entitled to payment, for the performance of
your employment duties. You also will receive credit for certain hours during
which you do not work if the Employer pays you for those hours, such as paid
vacation.

If an employee's absence from employment is due to maternity or paternity leave,
the employee will receive credit for unpaid hours of service related to his
leave, not to exceed 501 hours. The Advisory Committee will credit these hours
of service to the first period during which the employee otherwise would incur a
l-year break in service as a result of the unpaid absence.

(7) ELIGIBILITY TO PARTICIPATE. You do not have to complete any form for entry
into the Plan. You will become a Participant on the first day of each quarter
immediately following the later of the date 3 months after your first day of
employment or the date you attain age 21.

To become a participant in the Plan. you must wait a minimum of 3 months after
your first day of employment with the Employer. It is not necessary for you to
complete any specified number of hours of service during this period nor for you
to be employed during the entire period. For example, if you begin work on
February 15, you would satisfy the service requirement on the following May 15.
Therefore, you would enter the Plan on the 1st day of each quarter immediately
following that May 15, assuming you are employed on that 1st day of each
quarter.

The example in the prior paragraph assumes you are at least age 21 when you
complete the service requirement. If you have not attained age 21 when you
complete the service requirement, then you will become a participant in the Plan
on the first day of each quarter immediately following your attainment of age
21.

If you terminate employment after becoming a Participant in the Plan and later
return to employment, you will re-enter the Plan on your re-employment date.
Also, if you terminate employment after satisfying the Plan's eligibility
conditions but before actually becoming a participant in the Plan, you will
become a participant in the Plan on the later of your scheduled entry date or
your reemployment date.

The following employees, are not eligible to participate in the plan:

employees working in a classification of employees covered by a
collective bargaining agreement.

a nonresident alien who does not receive any earned income from the
Employer which constitutes United States source income

If by reason of this exclusion, you should become ineligible to participate in
the Plan, you may not receive an allocation of the Employer's contribution
during the period of your exclusion, but during this period your account balance
will continue to share in trust fund earnings or losses.

(8) EMPLOYER'S CONTRIBUTIONS. 401(k) Arrangement. This Plan includes a "401(k)
arrangement," under which you may elect to have the employer contribute a
portion of your compensation to the Plan. The contributions the Employer makes
under your election are "elective deferrals." The Advisory Committee will
allocate your elective deferrals to a separate account designated by the Plan as
your Deferral Contributions Account.

As a participant in the Plan, you may enter into a salary reduction agreement
with the Employer. The Advisory Commence will give you a salary reduction
agreement form which will explain your salary reduction options. The Employer
will withhold from your pay the amount you have agreed to have the Employer
contribute as elective deferrals.

Your salary reduction agreement remains in effect until you revoke the
agreement. You may revoke your salary reduction agreement anytime. If you revoke
your salary reduction agreement, you may file a new agreement with an effective
date as of any subsequent Plan Entry Date. You may increase or decrease your
salary reduction percentage or dollar amount as of any Plan Entry Date. Your
salary reduction contributions may not exceed 20% of your Compensation for the
Plan Year.

For any calendar year, your elective deferrals may not exceed a specific dollar
amount determined by the Internal Revenue Service. If your elective deferrals
for a particular calendar year exceed the dollar

limitation in effect for that calendar year, the Plan will refund the excess
amount, plus any earnings (or loss) allocated to that excess amount. If you
participate in another "401(k) arrangement" or in similar arrangements under
which you elect to have an employer contribute on your behalf, your total
elective deferrals may not exceed the dollar limitation in effect for that
calendar year. The Form W-2 you receive from each employer for the calendar year
will report the amount of your elective deferrals for that calendar year under
that employer's plan. If your total exceeds the dollar limitation in effect for
that calendar year you should decide which plan you wish to designate as the
plan with the excess amount. If you designate this Plan as holding the excess
amount for a calendar year, you must notify the Advisory Committee of that
designation by March 1 of the following calendar year. The Trustee then will
distribute the excess amount to you, plus earnings (or loss) allocated to that
excess amount.

Matching Contributions. For each plan year, the Employer will contribute to the
Plan an amount of matching contributions determined by the Employer at its
discretion. The Employer may choose not to make matching contributions for a
particular plan year. The Advisory Committee will allocate the matching
contributions on the basis of the participant's "eligible contributions." A
participant's "eligible contributions" equal the participant's elective
deferrals for the plan year (other than any elective deferrals which exceed the
dollar limitation determined by the Internal Revenue Service). A participant's
share of the matching contributions is equal to his share of the total eligible
contributions made by all participants. For example, if your eligible,
contributions equal 10% of the total eligible contributions made by all
participants, your account would receive an allocation of 10% of the total
amount of matching contributions made by the Employer for the plan year. The
Advisory Committee allocates your share of these matching contributions to your
Regular Matching Contributions Account.

Employer's nonelective contributions. Each plan year, the Employer will make
nonelective contributions to the Plan in the amount determined by the Employer
at its discretion. The Employer may choose not to make nonelective contributions
to the Plan for a particular plan year.

For each plan year the Employer makes nonelective contributions to the Plan, the
Advisory Committee will allocate this contribution to the separate accounts
maintained for participants. The Advisory Committee will base your allocation
upon your proportionate share of the total compensation paid during that plan
year to all participants in the Plan. For example, if your compensation for that
plan year is 10% of the total compensation for all participants for that
particular plan year, the Advisory Committee will allocate 10% of the total
Employer contribution for the plan year to your separate account.

Allocation of forfeitures. The Plan allocates participant forfeitures as if the
forfeitures were Employer contributions. The Plan treats a forfeiture as a
reduction of the Employer contributions otherwise made for the plan year in
which the forfeiture occurs. If a participant forfeits from his Regular Matching
Contributions Account, the Plan allocates the forfeited amount as a matching
contribution. The Advisory Committee will treat the forfeited amount as a
reduction of the matching contributions otherwise made for the plan year
following the plan year in which the forfeiture occurs.

Compensation. the Plan defines compensation as the total compensation paid to
the employee for services rendered to the Employer including wages, salary,
overtime, bonuses, commissions, tips and fees for professional services.

With limited exceptions, the Plan includes an employee's compensation only for
the part of the plan year in which he actually is a participant.

Conditions for allocation. Generally, your account is entitled to an allocation
of Employer contributions for each plan year in which you are a participant.
However, in the year you terminate employment with the Employer, with limited
exceptions, you must complete at least 501 hours of service to be entitled to
an allocation.

The contribution allocations described in this Section (8) may vary for certain
employees if the Plan is top heavy. Generally, the Plan is top heavy if more
than 60% of the Plan's assets are allocated to the accounts of key employees
(certain owners and officers). If the Plan is top heavy, any participant who is
not a key employee and who is employed on the last day of the plan year, may not
receive a contribution allocation which is less than a certain minimum. Usually
that minimum is 3%, but if the contribution allocation for the plan year is less
than 3% for all the key employees, the top heavy minimum is the smaller
allocation rate. If you are a participant in the Plan, your allocation described
in this Section (8) in most cases will be equal to or greater than the top heavy
minimum contribution allocation. The Plan also may vary the definition of the
top heavy minimum contribution to take into account another plan maintained by
the Employer.

The law limits the amount of "additions" (other than trust earnings) which the
Plan may allocate to your account under the Plan. Your additions may never
exceed 25% of you compensation for a particular plan year, but may be less if
25% of your compensation exceeds a dollar amount announced by the Internal
Revenue Service each year. The Plan may need to reduce this limitation if you
participate (or have participated) in any other plans maintained by the
Employer. The discussion of Plan allocations in this Section (8) is subject to
this limitation.

(9) EMPLOYEE CONTRIBUTIONS. The Plan does not permit nor require you to make
employee contributions to the trust fund. "Employee contributions" are
contributions made by an employee for which the employee does not receive an
income tax deduction. The only source of contributions under the Plan is the
annual Employer contribution, including the "elective deferrals" made at your
election under the 401(k) arrangement described in Section (8). "Elective
deferrals" are not "employee contributions" for purposes of the Plan.

(10) VESTING IN EMPLOYER CONTRIBUTIONS. Your interest in the contributions the
Employer makes to the Plan for your benefit becomes 100% vested when you attain
normal retirement age (as defined in Section (11)). Prior to normal retirement
age, your interest in the contributions the employer makes on your behalf become
vested in accordance with, the following schedule:

Percent
Years of Service Nonforfeitable Interest
----------------- ------------------------

LESS THAN 1.........................................0%
1 .............................................33%
2 .............................................66%
3 ............................................100%
4.............................................100%
5 ............................................100%
6 ............................................100%
7 OR MORE ....................................100%

100% vesting for Deferral Contributions Account. The vesting schedule does not
apply to your Deferral Contributions Account described in Section (8). Instead,
you are 100% vested at all times in your Deferral Contributions Account.

Special vesting rule for death or disability. If you die or become disabled
while still employed by the Employer, your entire Plan interest becomes 100%
vested, even if you otherwise would have a vested interest less than 100%.

Year of service. To determine your percentage under a vesting schedule, a year
of service means a 12-month vesting service period in which you complete at
least 1,000 hours of service. The Plan measures the vesting service period as
the plan year. If you complete at least 1,000 hours of service during a plan
year, you will receive credit for a year of service even though you are not
employed by the Employer on the last day of that plan year.

You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for years of service prior to the time you
became a participant in the Plan.

The Plan provides two methods of vesting forfeiture which may apply before a
participant becomes 100% vested in his entire interest under the Plan. The
primary method of vesting forfeiture is the "forfeiture break in service" rule.
The secondary method of forfeiture is the "cash out" rule. Also see Section (15)
relating to loss or denial of benefits.

Forfeiture Break in Service Rule. Termination of employment alone will not
result in forfeiture under the Plan unless you do not return to employment with
the Employer before incurring a "forfeiture break in service." A "forfeiture
break in service" is a period of 5 consecutive vesting service periods in which
you do not work more than 500 hours in each vesting service period comprising
the 5 year period.

Example. Assume you are 60% vested in your account balance. After working 400
hours during particular vesting service period, you terminate employment and
perform no further services XXX XXX Employer during the next 4 vesting service
periods. Under this example, you would XXX "forfeiture break in service" during
the fourth vesting service period following the vesting service period in which
you terminated employment because you did not work more than 500 hours during
each vesting service period of 5 consecutive vesting service periods.
Consequently, you would forfeit the 40% non-vested portion of your account. If
you had returned to employment with the Employer at any time during the 5
consecutive vesting service periods and worked more than 500 hours during any
vesting service period within that 5-year period, you would not incur a
forfeiture under the "forfeiture break in service" rule.

Cash Out Rule. The cash out rule applies if you terminate employment and
receive a total distribution of the vested portion of your account balance
before you incur a forfeiture break in service. For example, assume you
terminated employment during a particular vesting service period after
completing 800 hours of service. Assume further the total value of your
account balance is $6,000 in which you have a 60% vested interest. Before you
incur a forfeiture break in service, you receive a distribution of the $3,600
vested portion ($6,000 X 60%) of your account balance. Upon payment of the
$3,600 vested portion of your account balance, you would forfeit the $2,400
nonvested portion. If you return to employment before you incur a "forfeiture
break in service," you may have the Plan restore your "cash out" forfeiture
by repaying the amount of the distribution you received attributable to
Employer

contributions. This repayment right applies only if you do not incur a
"forfeiture break in service." You must make this repayment no later than the
date 5 years after you return to employment with the Employer. Upon your
reemployment with the Employer, you may request the Advisory Committee to
provide you a full explanation of your rights regarding this repayment option.
If the vested portion of your account balance does not exceed $3,500, the Plan
will distribute that vested portion to you in a lump sum, without your consent.
This involuntary cash-out distribution will result in the forfeiture of your
nonvested account balance, in the same manner as an employee who voluntarily
elects a cash-out distribution. Also, upon reemployment you would have the same
repayment option as an employee who elected a cash-out distribution, if you
return to employment before incurring a "forfeiture break in service."

If you are 0% vested in your entire interest in the Plan, the Plan will treat
you as having received a cash-out distribution of $0. This "distribution"
results in a forfeiture of your entire plan interest. Normally, this
forfeiture occurs on the date you terminate employment with the Employer.
However, if you are entitled to an allocation of Employer contributions for
the plan year in which XXX XXX XXX XXX with the Employer, this forfeiture
occurs as of the first day of the next XXX XXX XXX XXX XXX employment before
you incur a forfeiture break in service, the Plan will restore this
forfeiture, as if you repaid a cash-out distribution.

(11) PAYMENT OF BENEFITS AFTER TERMINATION OF EMPLOYMENT. After you terminate
employment with the Employer, the time at which the Plan will commence
distribution to you and the form of that distribution depends on whether your
vested account balance exceeds $3,500. If you receive a distribution from the
Plan before you attain age 59-1/2, the law imposes a 10% penalty on the amount
of the distribution you receive to the extent you must include the distribution
in your gross income, unless you qualify for an exception from this penalty. You
should consult a tax advisor regarding this 10% penalty. This summary makes
references to your normal retirement age. Normal retirement age under this Plan
is the later of the date you attain age 65 or the 5th anniversary of the first
day of the plan year in which you became a participant in the Plan.

If your vested account balance does not exceed $3,500, the Plan will distribute
that portion to you, in a lump sum, on first distribution date of the first plan
year beginning after you terminate employment with the Employer, or as soon as
administratively practicable following that date. If you already have attained
normal retirement age when you terminate employment, the Plan must make this
distribution no later than the 60th day following the close of the plan year in
which your employment terminates, even if the normal distribution date would
occur later. The Plan does not permit you to receive distribution in any form
other than a lump sum if your vested account balance does not exceed $3,500.

If your vested account balance exceeds $3,500, the Plan will commence
distribution to you at the time you elect to commence distribution. The Plan
permits you to elect distribution:

as of any distribution date in the first plan year(s) beginning after
your termination of employment with the Employer.

A "distribution date" under the Plan means first day of 4th month of Plan Year.
You may not actually receive distribution on the distribution date you elect.
The Plan provides the Trustee an administratively reasonable time following a
particular distribution date to make actual distribution to a participant.

No later than 30 days prior to your earliest possible distribution date, the
Advisory Committee will provide you a notice explaining your right to elect
distribution from the Plan and the forms necessary to make your election. If you
do not make a distribution election, the Plan will commence distribution to you
on the 60th day following the close of the plan year in which the latest of
three events occurs: (1) your attainment of normal retirement age; (2) your
attainment of age 62; or (3) your termination of employment with the Employer.
To determine whether your vested account balance exceeds $3,500, the Plan
normally looks to the last valuation of your account prior to the scheduled
distribution date.

With limited exceptions, you may not commence distribution of your vested
account balance later than April 1 of the calendar year following the calendar
year in which you attain age 70-1/2, even if you have not terminated employment
with the Employer. This required distribution date overrides any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make distribution to you before you otherwise would elect distribution. Upon
Plan termination, if your vested account balance exceeds $3,500, you will
receive an explanation of your distribution rights.

For purposes of making a distribution of any portion of your vested recount
balance, the Plan refers to the latest valuation of your account balance. The
Plan requires valuation of the trust fund, and adjustment of participant's
account, as of the last day of each plan year. The Advisory Committee also may
require a valuation on any other date. You will not receive any adjustment to
your account balance for trust fund earnings after the latest valuation date. In
general, the Plan allocates trust fund earnings, gains or losses for a valuation
period on the basis of each participant's opening account balance at the
beginning of the valuation period, less any distributions and charges to each
participant's account during the valuation period.

Forms of Benefit Payment. If your vested account balance exceeds $3,500, the
Plan permits you to elect distribution under any one of the following methods:

(a) Lump sum.

(b) Part lump sum and part installments, as described in
(c).

(c) Installment payments (annually, quarterly or monthly)
over a specified period of time, not exceeding your
life expectancy or the joint life expectancy of you
and your designated beneficiary.

(d) A joint and survivor annuity.

Under an installment distribution, the Advisory Committee may direct to have the
Plan segregate the amount owed to you in a separate account apart from other
trust fund assets. Your separate account will continue to draw interest during
the period the Plan is making retirement payment to you. If the Plan does not
segregate amount owed to you in a separate account, your retirement account will
remain a part of the trust fund and continue to share in trust fund earnings,
gains or losses.

A joint and survivor annuity means you would receive an annuity for your life
and, upon your death, your surviving spouse would receive an annuity for his or
her life in an amount equal to 50% of your life annuity. For example, if, under
the joint and survivor annuity, a participant was receiving (or would have
received) a monthly pension of $400 at the time of his death, the surviving
spouse would receive

a monthly pension of $200 upon the participant's death for the remainder of his
or her life. If you are not married at the time benefit payments commence, the
joint and survivor annuity simply is a life annuity, meaning you receive an
annuity for your life and payments end upon your death.

To provide the joint and survivor annuity, the Trustee would use your vested
account balance to purchase that type of annuity contract from an insurance
company. The exact monthly annuity payable to you would depend upon the amount
of the account balance and the insurance company's annuity rates at the time of
the purchase. No later than 30 days prior to your earliest distribution date,
the Advisory Committee will provide you a written notice explaining the joint
and survivor annuity, your waiver rights and the spousal consent requirements.
The Advisory Committee will provide you an appropriate form to receive your
benefits in the form of a joint and survivor annuity, or to elect not to receive
your benefits in the form. The form the Advisory Committee will provide you will
explain the economic effect of taking your benefits in the form of a joint and
survivor annuity. The Plan must make any distribution described in Sections
(11), (12) and (13) in the form of the joint and survivor annuity if the
participant's vested account balance exceeds $3,500, unless the participant
properly elects a different form of payment. If you are married, your spouse
must consent in writing to any election not to take a joint survivor annuity
form of payment.

The benefit payment rules described in Sections (11) through (14) reflect the
current Plan provisions. If an Employer amends its Plan to change benefit
payment options, some options may continue for those participants or
beneficiaries who have account balances at the time of the change. If an
eliminated option continues to apply to you, the information you receive from
the Advisory Committee at the time you are first eligible for distribution from
the Plan will include an explanation of that option.

(12) PAYMENT OF BENEFITS PRIOR TO TERMINATION OF EMPLOYMENT. Distributions from
your Employer Contributions Account and Matching Contributions Account. Other
than the post-age 70-1/2 distribution requirement described in Section (11), the
Plan does not permit you to receive payment of any portion of your account
balance, unless you terminate employment with the Employer.

Distributions from your Deferral Contributions Account. Prior to your
termination of employment with the Employer, you may elect to withdraw all or
any portion of your Deferral Contributions Account:

if you incur a hardship. A hardship distribution is available
only from your Deferral Contributions Account. A hardship
distribution must be on account of any of the following: (a)
deductible medical expenses incurred by the participant, by
the participant's spouse, or by any of the participant's
dependents; (b) the purchase (excluding mortgage payments) of
a principal residence for the participant; (c) the payment of
post-secondary education tuition, for the next 12-month
period, for the participant or for the participant's spouse,
or for any of the participant's dependents; (d) to prevent the
eviction of the participant from his principal residence or
the foreclosure on the mortgage of the participant's principal
residence. To qualify for this hardship distribution, the
participant may not make elective deferrals or employee
contributions to the Plan for the 12-month period following
the date of his hardship distribution, the participant first
must obtain all other available distributions and all
nontaxable loans currently available under the Plan and all
other qualified plans mainlined by the Employer, and a special
limitation may apply to the participant's elective deferrals
in the following taxable year.

The Advisory Committee will provide you a withdrawal election form. Other than
the withdrawal right described in this Section (12) and the post-age 70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

(13) DISABILITY BENEFITS. If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it would pay your vested account balance for any other termination of
employment. However, if your vested account balance exceeds $3,500, the
disability distribution rules are subject to any election requirements described
in Section (11). In general, disability under the Plan means because of a
physical or mental disability you are unable to perform the duties of your
customary position of employment for an indefinite period which, in the opinion
of the Advisory Committee, will be of long continued duration. The Advisory
Committee also considers you disabled if you terminate employment because of a
permanent loss or loss of use of a member or function of your body or a
permanent disfigurement. The Advisory Committee may require a physical
examination in order to confirm the disability.

(14) PAYMENT OF BENEFITS UPON DEATH. If you die prior to receiving all of your
benefits under the Plan, the Plan will pay the balance of your account to your
beneficiary. If the Employer permits the Trustee to purchase life insurance on
your life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.

If your death occurs before you commence distribution of your vested account
balance, the Plan will pay a preretirement survivor annuity to your surviving
spouse, unless you waive this annuity benefit, with your spouse's consent, or
unless you and your spouse are not married for the one year period ending on
your date of death. A preretirement survivor annuity means your surviving spouse
would receive an annuity for life. To provide the preretirement survivor
annuity, the Trustee would use 50% of your vested account balance to purchase
that type of annuity contract from an insurance company. The exact monthly
annuity payable to your surviving spouse would depend upon the amount of your
account balance, and the insurance company's annuity rates at the time of the
purchase. The Advisory Committee will provide you an appropriate form to elect
to have the Plan pay a preretirement survivor annuity or to elect not to have
the Plan pay that annuity. The form the Advisory Committee will provide you will
explain the economic effect of taking death benefits in the form of a
preretirement survivor annuity. Your spouse must consent in writing to any
election not to receive a preretirement survivor annuity. If your death occurs
after you commence distribution under the Plan, this preretirement survivor
annuity coverage does not apply, even if you and your spouse had not waived that
coverage, and your surviving spouse's interest in your remaining account balance
would be subject to the distribution election described in Section (11).

After making a reduction for the portion of your vested account balance used to
purchase the preretirement survivor annuity benefit described in the preceding
paragraph, the Plan will pay your vested account balance remaining in the Plan
at the time of your death to your designated beneficiary. The Advisory Committee
will provide you with an appropriate form for naming a beneficiary. If you are
married, your spouse must consent to the designation of any nonspouse
beneficiary only if you have waived the preretirement survivor annuity coverage
described in the preceding paragraph. If your vested account balance payable to
your designated beneficiary does not exceed $3,500, the Plan will pay the
benefit, in a lump sum, to your designated beneficiary as soon as
administratively practicable after your death. If your vested account balance
payable to your designated beneficiary exceeds $3,500, the Plan

will pay the benefit to your designated beneficiary, in the form and at the time
elected by the beneficiary, unless, prior to your death, you specify the timing
and form of the beneficiary's distribution. The benefit payment election
generally must complete distribution of your vested account balance within five
years of your death, unless distribution commences within one year of your death
to your designated beneficiary or unless benefits had commenced prior to your
death under the mandatory post-age 70-1/2 distribution requirements described in
Section (11).

(l5) DISQUALIFICATION OF PARTICIPANT STATUS - LOSS OR DENIAL OF BENEFITS. There
are no specific Plan provisions which disqualify you as a participant or which
cause you to lose plan benefits, except as provided in Sections (7) and (10).
However, if you become disabled and do not receive compensation from the
Employer, you will not receive an allocation of the Employer's contribution to
the Plan during the period of disability. In addition, if your Plan benefits
become payable after termination of employment and the Advisory Committee is
unable to locate you at your last address of record, you may forfeit your
benefits under the Plan. Therefore, it is very important that you keep the
Employer apprised of your mailing address even after you have terminated
employment. Finally, if the Employer terminates the Plan, which it has the right
to do, you would receive benefits under the Plan based on your account balance
accumulated to the date of the termination of the Plan. Termination of the Plan
could occur before you attain normal retirement age. If the Employer terminates
the Plan, your account will become 100% vested, if not already 100% vested,
unless you forfeited the nonvested portion prior to the termination date.

The termination of the Plan does not permit you to receive a distribution from
your Deferral Contributions Account unless: (1) you otherwise have the right to
a distribution, as described in Sections (11) and (12): or (2) the Employer does
not maintain a successor defined contribution plan. If you are able to receive a
distribution only because the Employer does not maintain a successor defined
contribution plan, you must agree to take that distribution as part of a lump
sum payment of your entire account balance under the Plan. The Trustee will
transfer to the successor defined contribution plan any portion of your interest
the Plan is unable to distribute to you.

The fact that the Employer has established this Plan does not confer any right
to future employment with the Employer. Furthermore, you may not assign your
interest in the Plan to another person or use your Plan interest as collateral
for a loan from a commercial lender.

(16) CLAIMS PROCEDURE. You need not file a formal claim with the Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which entitles you to a distribution of your benefits under the Plan, the
Advisory Committee automatically will notify you regarding your distribution
rights. However, if you disagree with the Advisory Committee's determination of
the amount of your benefits under the Plan or with respect to any other decision
the Advisory Committee may make regarding your interest in the Plan, the Plan
contains the appeal procedure you should follow. In brief, if the Advisory
Committee of the Plan determines it should deny benefits to you, the Plan
Administrator will give you written notice of the specific reasons for the
denial. The notice will refer you to the pertinent provisions of the Plan
supporting the Advisory Committee's decision. If you disagree with the Advisory
Committee, you, or a duly authorized representative, must appeal the adverse
determination in writing to the Advisory Committee within 75 days after the
receipt of the notice of denial of benefits. If you fail to appeal a denial
within the 75-day period, the Advisory Committee's determination will be final
and binding.

If you appeal to the Advisory Committee, you, or your duly authorized
representative, must submit the issues and comments you feel are pertinent to
permit the Advisory Committee to re-examine all facts and make a final
determination with respect to the denial. The Advisory Committee, in most cases,
will make a decision within 60 days of a request on appeal unless special
circumstances would make the rendering of a decision within the 60-day period
unfeasible. In any event, the Advisory Committee must render a decision within
120 days after its receipt of a request for review. The same procedures apply
if, after your death, your beneficiary makes a claim for benefits under the
Plan.

(17) RETIRED PARTICIPANT, SEPARATED PARTICIPANT WITH VESTED BENEFIT, BENEFICIARY
RECEIVING BENEFITS. If you are a retired participant or beneficiary receiving
benefits, the benefits you presently are receiving will continue in the same
amount and for the same period provided in the mode of settlement selected at
retirement. If you are a separated participant with a vested benefit, you may
obtain a statement of the dollar amount of your vested benefit upon request to
the Plan Administrator. There is no Plan provision which reduces, changes,
terminates, forfeits, or suspends the benefits of a retired participant, a
beneficiary receiving benefits or a separated participant's vested benefit
amount, except as provided in Section (15).

(l8) PARTICIPANT'S RIGHTS UNDER ERISA. As a participant in this Plan, you are
entitled to certain rights and protections under the Employee Retirement Income
Security Act of 1974 (ERISA). ERISA provides that all Plan participants are
entitled to:

(a) Examine, without charge, at the Plan Administrator's office and at
other specified locations (such as worksites), all Plan documents,
including insurance contracts and copies of all documents filed by the
Plan with the U.S. Department of Labor, such as detailed annual reports
and plan descriptions.

(b) Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may
make a reasonable charge for the copies.

(c) Receive a summary of the Plan's annual financial report. ERISA requires
the Plan Administrator to furnish each participant with a copy of this
summary annual report.

(d) Obtain a statement telling you that you have a right to receive a
retirement benefit at the normal retirement age under the Plan and what
your benefit could be at normal retirement age if you stop working
under the Plan now. If you do not have a right to a retirement benefit,
the statement will advise you of the number of additional years you
must work to receive a retirement benefit. You must request this
statement in writing. The law does not require the Plan Administrator
to give this statement more than once a year. The Plan must provide the
statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate this Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your Employer, your union or any other person
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.

If your claim for a retirement benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive the
materials within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.

If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

(19) FEDERAL INCOME TAXATION OF BENEFITS PAID. Existing Federal income tax laws
do not require you to report as income the portion of the annual Employer
contribution allocated to your account. However, when the Plan later distributes
your account balance to you, such as upon your retirement, you must report as
income the Plan distributions you receive. The Federal tax laws may permit you
to report a Plan distribution under a special averaging provision. Also, it may
be possible for you to defer Federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account.

Mandatory income tax withholding rules apply to some distributions you do not
rollover directly to an individual retirement account or to another plan. At the
time you receive a distribution, you also will receive a notice discussing
withholding requirement and the options available to you. We emphasize you
should consult your own tax adviser with respect to the proper method of
reporting any distribution you receive from the Plan.

(20) PARTICIPANT LOANS. This Plan permits the Advisory Committee to adopt a
policy under which the Plan may make loans to participants and beneficiaries. A
copy of the loan policy adopted by the Advisory Committee is attached to this
summary plan description as Exhibit A.

(21) PARTICIPANT DIRECTION OF INVESTMENT. The Plan permits every participant to
direct the investment of his account balance under the plan. For this purpose,
the Advisory Committee upon your request, will provide you a form for making
your investment direction. The investment direction explains your investment
direction options and explains the frequency with which you may change your
investment direction. The Trustee will invest your account balance under the
Plan in accordance with your written direction. To the extent you direct the
investment of your account balance under the Plan, ERISA relieves the Trustee
from liability for any loss resulting from your direction of investment.

LOAN POLICY

The Advisory Committee of the Ciphergen Biosystems, Inc. 40l(k) Savings
Plan adopts the following loan policy pursuant to the terms of the Plan. As a
participant or beneficiary under the Plan, you may receive a loan only as
permitted by this loan policy.

1. LOAN APPLICATION. Any Plan participant may apply for a loan from the
Plan. For purposes of this loan policy, the term "participant" means any
participant or beneficiary who is party in interest (as determined under ERISA
Section 3(14)) with respect to the Plan. A participant must apply for each loan
in writing with an application which specifies the amount of the loan desired,
the requested duration for the loan and the source of security for the loan. The
Advisory Committee will not approve any loan if a participant is not
creditworthy.

In order to be creditworthy, the participant must have established in
his or her community, a reputation which would entitle him or her to a similar
loan from a commercial or business lender. In applying for the loan from the
Plan, each participant must give full authority to investigate his or her
creditworthiness.

2. LIMITATION ON LOAN AMOUNT. The Advisory Committee will not approve
any loan to a participant in an amount which exceeds 50% of his or her
nonforfeitable accrued benefit (account balance), as reflected by the books and
records of the Plan. The maximum aggregate dollar amount of loans outstanding to
any participant may not exceed $50,000 as aggregated with all participant loans
from other employer qualified plans, reduced by the excess of the participant's
highest outstanding participant loan balance during the 12-month period ending
on the date of the loan over the participant's current outstanding participant
loan balance on the date of the loan. A participant may not request a loan for
less than $1,000.00.

3. EVIDENCE AND TERMS OF LOAN. The Advisory Committee will document
every loan in the form of a promissory note signed by the participant for the
face amount of the loan, together with a commercially reasonable rate of
interest. The Advisory Committee will determine the appropriate interest rate by
obtaining at least one quote from a financial institution, as chosen by the
Advisory Committee, that is in the business of lending money. The interest rate
quote(s) must take into account the term of the loan, the security on that loan,
the creditworthiness of the participant, whether the interest rate is adjustable
during the term of the loan, and the intended use of the loan proceeds, if
known, and must reflect a commercially reasonable rate for the geographical
region in which the participant lives. If participants in the Plan live in
different geographical regions, the Advisory Committee may establish a uniform
commercially reasonable interest rate applicable to all regions based on
information obtained from at least one region in which participants live. The
Advisory Committee must reevaluate interest for loans made more than one month
since the last loan made by the Plan.

A loan may provide a fixed rate of interest or an adjustable rate of
interest, as negotiated between the Advisory Committee and the participant. The
Advisory Committee will determine whether the interest rate is commercially
reasonable at the time it approves the loan and, in the case of an adjustable
rate loan, at the time of each scheduled adjustment. The loan must provide at
least quarterly payments under a level amortization schedule.

The loan may permit a suspension of payments for a period not exceeding
one year which occurs during an approved leave of absence. The Advisory
Committee will fix the term for repayments of any loan, however, in no instance
may the term of repayment be greater than five years, unless the loan qualifies
as a home loan. The Advisory Committee may fix the term for repayment of a home
loan for a period not to exceed 10 years. A "home loan" is a loan used to
acquire a dwelling unit which, within a reasonable time, the participant will
use as a principal residence.

Participants should note the law treats the amount of any loan (other
than a "home loan") not repaid five years after the date of the loan as a
taxable distribution on the last day of the five year period or, if sooner, at
the time the loan is in default. If a participant extends a non-home loan having
a five year or less repayment term beyond five years, the balance of the loan at
the time of the extension is a taxable distribution to the participant.

4. SECURITY FOR LOAN. A participant must secure each loan with an
irrevocable pledge and assignment of 50% of the nonforfeitable amount of the
borrowing participant's accrued benefit under the Plan or other security (e.g.,
principal residence) the Advisory Committee accepts and finds to be adequate, or
both 50% of the participant's accrued benefit and other security. The Advisory
Committee may request the borrowing participant to secure each loan with
additional collateral acceptable to the Advisory Committee or to substitute
collateral given for the loan.

5. FORM OF PLEDGE. If the participant secures the loan wholly or partly
with 50% of his vested accrued benefit, the pledge and assignment of that
portion of his accrued benefit will be in the form attached to this Loan Policy.

6. DEFAULT/RISK OF LOSS. The Advisory Committee will treat this loan in
default if:

(a) any scheduled payment remains unpaid more than 120 days;

(b) the making or furnishing of any representation or statement to
the Plan by or on behalf of the participant which proves to
have been false in any material respect when made or furnished;

(c) loss, theft, damage, destruction, sale or encumbrance to or of
any of the collateral, or the making of any levy seizure or
attachment thereof or thereon;

(d) death, dissolution, insolvency, business failure, appointment
of receiver of any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding
under any bankruptcy or insolvency laws of, by or against the
participant.

The participant will have the opportunity to repay the loan, resume
current status of the loan by paying any missed payment plus interest or, if
distribution is available under the plan, request distribution of the note. If
the loan remains in default, the Advisory Committee has the option of
foreclosing on any other security it holds or, to the extent a distribution to
the participant is permissible under the Plan, offset the participant's vested
account balance by the outstanding balance of the loan. The Advisory Committee
will treat the note as repaid to the extent of any permissible offset. Pending
final disposition of the note, the participant remains obligated for any unpaid
principal and accrued interest.

The Plan intends this loan program not to place other participants at
risk with respect to their interests in the Plan. In this regard, the Advisory
Committee will administer any participant loan as a participant directed
investment of that portion of the participant's vested account balance equal to
the outstanding principal balance of the loan. The Plan will credit that portion
of the participant's interest with the interest earned on the note and with
principal payments received by the participant. The Plan also will charge that
portion of the participant's account balance with expenses directly related to
the organization, maintenance and collection of the note.

Dated this day of ,19 .
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/s/ William E. Rich
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