Exhibit 4.4

                           THE ALTHEXIS COMPANY, INC.

                                 FIRST AMENDMENT
                                     TO THE
                             1999 STOCK OPTION PLAN
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         This FIRST AMENDMENT (this "Amendment") to the 1999 Stock Option Plan
(the "Plan") of The Althexis Company, Inc., a Delaware corporation (the
"Company"), is being adopted by resolution of the Board of Directors by written
consent in lieu of a meeting as of May 14, 2001 (the "Effective Date").
Effective from and after the Effective Date, the Plan is hereby amended as
follows:

         1.     Section 5 of the Plan hereby is amended by deleting such Section
 in its entirety and replacing it with the following:

         "5. Administration. The Plan shall be administered by the Committee,
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         provided, however, that the Committee may delegate to an executive
         officer or officers the authority to grant Options hereunder to
         employees who are not officers, and to consultants, in accordance with
         such guidelines as the Committee shall set forth at any time or from
         time to time. Subject to the provisions of the Plan, the Committee or
         its designee shall have complete authority, in its discretion, to make
         or to select the manner of making the following determinations with
         respect to each Option to be granted by the Company: (a) the employee
         or consultant to receive the Option; (b) whether the Option (if granted
         to an employee) will be an Incentive Option or Non-statutory Option;
         (c) the time of granting the Option; (d) the number of shares subject
         to the Option; (e) the Option Price; (f) the Option period; (g) the
         Option exercise date or dates; and (h) the effect of termination of
         employment, consulting or association with the Company on the
         subsequent exercisability of the Option. In making such determinations,
         the Committee may take into account the nature of the services rendered
         by the respective employees and consultants, their present and
         potential contributions to the success of the Company and its
         subsidiaries, and such other factors as the Committee in its discretion
         shall deem relevant. Subject to the provisions of the Plan, the
         Committee shall also have complete authority to interpret the Plan, to
         prescribe, amend and rescind rules and regulations relating to it, to
         determine the terms and provisions of the respective Option Agreements
         (which need not be identical), and to make all other determinations
         necessary or advisable for the administration of the Plan. The
         Committee's determinations on the matters referred to in this Section 5
         shall be conclusive."

         Except to the extent amended hereby, all of the terms, provisions and
conditions set forth in the Plan are hereby ratified and confirmed and shall
remain in full force and effect. The Plan and this Amendment shall be read and
construed together as a single instrument.