AMNIS SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10.03
<SEQUENCE>9
<FILENAME>doc8.txt
<TEXT>
                                                                   Exhibit 10.03


                               AMNIS SYSTEMS INC.

                                 2002 STOCK PLAN

          AS ADOPTED BY THE BOARD EFFECTIVE AS OF JUNE 17, 2002
          AS APPROVED BY THE STOCKHOLDERS ON JUNE 20, 2002


     1.     Purposes  of  the  Plan.  The  purposes  of  this  Stock Plan are to
            -----------------------
attract  and  retain  the  best available personnel for positions of substantial
responsibility,  to  provide  additional  incentive  to Employees, Directors and
Consultants  and  to  promote  the  success  of the Company's business.  Options
granted  under  the  Plan  may  be Incentive Stock Options or Nonstatutory Stock
Options,  as  determined  by  the  Administrator  at  the  time of grant.  Stock
Purchase  Rights  may  also  be  granted  under  the  Plan.

     2.     Definitions.  As used herein, the following definitions shall apply:
            -----------

          (a)     "Administrator"  means  the  Board or any of its Committees as
                   -------------
shall  administering  the  Plan  in  accordance  with  Section  4  hereof.

          (b)     "Applicable  Laws"  means  the  requirements  relating  to the
                   ----------------
administration  of  stock  option  plans  under  U.S. state corporate laws, U.S.
federal  and  state  securities  laws, the Code, any stock exchange or quotation
system  on which the Common Stock is listed or quoted and the applicable laws of
any  foreign  country or jurisdiction where Options or Stock Purchase Rights are
granted  under  the  Plan.

          (c)     "Board"  means  the  Board  of  Directors  of  the  Company.
                   -----

          (d)     "Code"  means  the  Internal Revenue Code of 1986, as amended.
                   ----

          (e)     "Committee"  means  a  committee of Directors appointed by the
                   ---------
Board  in  accordance  with  Section  4  hereof.

          (f)     "Common  Stock"  means  the  Common  Stock  of  the  Company.
                   -------------

          (g)     "Company"  means  Amnis  Systems Inc., a Delaware corporation.
                   -------

          (h)     "Consultant" means any person who is engaged by the Company or
                   ----------
any  Parent  Subsidiary  to  render  consulting  or  advisory  services  and  is
compensated  for  such  services.

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

          (j)     "Employee" means any person, including Officers and Directors,
                   --------
employed  by  the Company or any Parent or Subsidiary of the Company.  A Service
Provider  shall  not  cease  to  be  an Employee in the case of (i) any leave of
absence  approved  by  the


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<PAGE>
Company  or  (ii)  transfers  between  locations  of  the Company or between the
Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive
Stock  Options,  no  such leave may exceed ninety days, unless reemployment upon
expiration  of  such leave is guaranteed by statute or contract. If reemployment
upon  expiration  of  a  leave  of  absence  approved  by  the Company is not so
guaranteed,  on  the  181st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated  for  tax  purposes as a Nonstatutory Stock Option. Neither service as a
Director  nor  payment of a director's fee by the Company shall be sufficient to
constitute  "employment"  by  the  Company.

          (k)     "Exchange  Act"  means the Securities Exchange Act of 1934, as
                   -------------
amended.

          (l)     "Fair Market Value" means, as of any date, the value of Common
                   -----------------
Stock  determined  as  follows:

               (i)     If  the  Common  Stock is listed on any established stock
exchange  or  a  national market system, including without limitation the Nasdaq
National  Market  or  The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair  Market  Value  shall  be  the  closing  sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the  last  market trading day prior to the time of determination, as reported in
The  Wall  Street  Journal  or  such  other  source  as  the Administrator deems
reliable;

               (ii)     If  the Common Stock is regularly quoted by a recognized
securities  dealer  but  selling  prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on  the  last  market  trading  day  prior  to  the  day  of  determination;  or

               (iii)     In  the absence of an established market for the Common
Stock,  the  Fair  Market Value thereof shall be determined in good faith by the
Administrator.

          (m)     "Incentive  Stock  Option" means an Option intended to qualify
                   ------------------------
as  an  incentive  stock  option  within the meaning of Section 422 of the Code.

          (n)     "Nonstatutory  Stock  Option"  means an Option not intended to
                   ---------------------------
qualify  as  Incentive  Stock  Option.

          (o)     "Officer"  means  a  person  who  is an officer of the Company
                   -------
within  the meaning Section 16 of the Exchange Act and the rules and regulations
promulgated  thereunder.

          (p)     "Option"  means  a  stock option granted pursuant to the Plan.
                   ------

          (q)     "Option  Agreement" means an agreement between the Company and
                   -----------------
an  Optionee  evidencing the terms and conditions of an individual Option grant.
The  Option  Agreement  is  subject  to  the  terms  and conditions of the Plan.

          (r)     "Option  Exchange Program" means a program whereby outstanding
                   ------------------------
Options  are  exchanged  for  Options  with  a  lower  exercise  price.

          (s)     "Optioned  Stock"  means the Common Stock subject to an Option
                   ---------------
or  a  Stock  Purchase  Right.


                                        2
<PAGE>
          (t)     "Optionee"  means the holder of an outstanding Option or Stock
                   --------
Purchase  Right  granted  under  the  Plan.

          (u)     "Parent"  means  a  "parent  corporation,"  whether  now  or
                   ------
hereafter  existing,  as  defined  in  Section  424(e)  of  the  Code.

          (v)     "Plan"  means  this  1997  Stock  Plan.
                   ----

          (w)     "Restricted  Stock"  means  shares  of  Common  Stock acquired
                   -----------------
pursuant to a grant of a Stock Purchase Right under Section 11 below.

          (x)     "Section  16(b)"  means  Section  16(b)  of  the Exchange Act.
                   --------------

          (y)     "Service  Provider" means an Employee, Director or Consultant.
                   -----------------

          (z)     "Share"  means  a  share  of  the Common Stock, as adjusted in
                   -----
accordance  with  Section  12  below.

          (aa)     "Stock Purchase Right" means a right to purchase Common Stock
                    --------------------
pursuant  to  Section  11  below.

          (bb)     "Subsidiary" means a "subsidiary corporation," whether now or
                    ----------
hereafter  existing,  as  defined  in  Section  424(f)  of  the  Code.

     3.     Stock  Subject to the Plan.  Subject to the provisions of Section 12
            --------------------------
of  the  Plan,  the  maximum  aggregate number of Shares which may be subject to
option  and  sold  under  the  Plan  is twenty million (20,000,000) Shares.  The
Shares  may  be  authorized  but  unissued,  or  reacquired  Common  Stock.

     If  an  Option  or  Stock  Purchase  Right expires or becomes unexercisable
without  having  been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become
available  for  future  grant  or  sale  under  the  Plan  (unless  the Plan has
terminated).  However,  Shares  that  have  actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be returned
to  the  Plan  and  shall not become available for future distribution under the
Plan,  except  that if Shares of Restricted Stock are repurchased by the Company
at  their original purchase price, such Shares shall become available for future
grant  under  the  Plan.

     4.     Administration  of  the  Plan.
            -----------------------------

          (a)     The  Plan  shall  be  administered by the Board or a Committee
appointed  by  Board,  which  Committee  shall  be  constituted  to  comply with
Applicable  Laws.

          (b)     Powers of the Administrator.  Subject to the provisions of the
                  ---------------------------
Plan and, in the case of a Committee, the specific duties delegated by the Board
to  such Committee, and subject to the approval of any relevant authorities, the
Administrator  shall  have  the  authority  in  its  discretion:

               (i)     to  determine  the  Fair  Market  Value;


                                        3
<PAGE>
               (ii)     to  select  the  Service  Providers  to whom Options and
Stock  Purchase  Rights  may  from  time  to  time  be  granted  hereunder;

               (iii)    to  determine the number of Shares to be covered by each
such  award  granted  hereunder;

               (iv)    to  approve  forms  of agreement for use under the Plan;

               (v)     to  determine  the  terms and conditions of any Option or
Stock  Purchase Right granted hereunder.  Such terms and conditions include, but
are  not limited to, the exercise price, the time or times when Options or Stock
Purchase  Rights  may be exercised (which may be based on performance criteria),
any  vesting  acceleration  or  waiver  of  forfeiture  restrictions,  and  any
restriction  or  limitation  regarding any Option or Stock Purchase Right or the
Common  Stock  relating  thereto,  based  in  each  case  on such factors as the
Administrator,  in  its  sole  discretion,  shall  determine;

               (vi)     to  determine  whether  and  under what circumstances an
Option  may  be  settled  in cash under subsection 9(f) instead of Common Stock;

               (vii)     to  reduce the exercise price of any Option to the then
current  Fair  Market Value if the Fair Market Value of the Common Stock covered
by  such  Option  has  declined  since  the  date  the  Option  was  granted;

               (viii)   to  initiate  an  Option  Exchange  Program;

               (ix)     to  prescribe,  amend  and rescind rules and regulations
relating  to  the  Plan,  including  rules and regulations relating to sub-plans
established  for  the  purpose  of  qualifying for preferred tax treatment under
foreign  tax  laws;

               (x)     to allow Optionees to satisfy withholding tax obligations
by  electing  to  have  the  Company  withhold from the Shares to be issued upon
exercise  of  an  Option  or Stock Purchase Right that number of Shares having a
Fair  Market Value equal to the amount required to be withheld.  The Fair Market
Value  of  the  Shares  to  be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined.  All elections by Optionees to
have  Shares withheld for this purpose shall be made in such form and under such
conditions  as  the  Administrator  may  deem  necessary  or  advisable;  and

               (xi)     to  construe  and  interpret  the  terms of the Plan and
awards  granted  pursuant  to  the  Plan.

          (c)     Effect  of  Administrator's  Decision.  All  decisions,
                  -------------------------------------
determinations  and  interpretations  of  the  Administrator  shall be final and
binding  on  all  Optionees.

     5.     Eligibility.
            -----------

          (a)     Nonstatutory  Stock  Options  and Stock Purchase Rights may be
granted  to  Service  Providers.  Incentive Stock Options may be granted only to
Employees.


                                        4
<PAGE>
          (b)     Each  Option  shall  be  designated in the Option Agreement as
either  an  Incentive  Stock  Option  or  a Nonstatutory Stock Option.  However,
notwithstanding  such  designation, to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for  the first time by the Optionee during any calendar year (under
all  plans  of  the Company and any Parent or Subsidiary) exceeds $100,000, such
Options  shall  be  treated as Nonstatutory Stock Options.  For purposes of this
Section  5(b),  Incentive Stock Options shall be taken into account in the order
in  which  they  were  granted.  The  Fair  Market  Value of the Shares shall be
determined  as  of  the  time the Option with respect to such Shares is granted.

          (c)     Neither  the Plan nor any Option or Stock Purchase Right shall
confer  upon  any  Optionee  any right with respect to continuing the Optionee's
relationship  as  a Service Provider with the Company, nor shall it interfere in
any  way  with  his  or  her  right  or  the  Company's  right to terminate such
relationship  at  any  time,  with  or  without  cause.

     6.     Term  of Plan.  The Plan shall become effective upon its adoption by
            -------------
the  Board.  It  shall  continue  in  effect for a term of ten (10) years unless
sooner  terminated  under  Section  14  of  the  Plan.

     7.     Term  of  Option.  The  term  of  each Option shall be stated in the
            ----------------
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10)  years  from  the date of grant thereof.  In the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more  than ten percent (10%) of the voting power of all classes of
stock  of  the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in  the  Option  Agreement.

     8.     Option  Exercise  Price  and  Consideration.
            -------------------------------------------

          (a)     The  per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but  shall  be  subject  to  the  following:

               (i)     In  the  case  of  an  Incentive  Stock  Option

                    (A)     granted  to an Employee who, at the time of grant of
such  Option,  owns stock representing more than ten percent (10%) of the voting
power  of  all  classes of stock of the Company or any Parent or Subsidiary, the
exercise  price shall be no less than 110% of the Fair Market Value per Share on
the  date  of  grant.

                    (B)     granted  to  any  other  Employee,  the  per  Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the  date  of  grant.

               (ii)     In  the  case  of  a  Nonstatutory  Stock  Option

                    (A)     granted  to  a  Service Provider who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all

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<PAGE>
classes  of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of the
grant.

                    (B)     granted to any other Service Provider, the per Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the  date  of  grant.

               (iii)     Notwithstanding  the  foregoing, Options may be granted
with  a  per  Share  exercise  price  other than as required above pursuant to a
merger  or  other  corporate  transaction.

          (b)     The  consideration to be paid for the Shares to be issued upon
exercise  of  an Option, including the method of payment, shall be determined by
the  Administrator  (and,  in  the  case  of an Incentive Stock Option, shall be
determined  at  the time of grant).  Such consideration may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired  upon  exercise  of an Option, have been owned by the Optionee for more
than  six  months  on the date of surrender, and (y) have a Fair Market Value on
the  date of surrender equal to the aggregate exercise price of the Shares as to
which  such Option shall be exercised, (5) consideration received by the Company
under  a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment.  In making
its  determination  as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit  the  Company.

     9.     Exercise  of  Option.

          (a)     Procedure  for  Exercise; Rights as a Stockholder.  Any Option
                  -------------------------------------------------
granted  hereunder  shall  be  exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement, but in no case at a rate of less than 20% per year over
five  (5)  years  from the date the Option is granted.  Unless the Administrator
provides  otherwise, vesting of Options granted hereunder shall be tolled during
any unpaid leave of absence.  An Option may not be exercised for a fraction of a
Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
or  electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with  respect to which the Option is exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted  by the Option Agreement and the Plan.  Shares issued upon exercise of
an  Option  shall  be issued in the name of the Optionee or, if requested by the
Optionee,  in  the name of the Optionee and his or her spouse.  Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends  or  any other rights as a stockholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or
cause  to  be  issued)  such  Shares promptly after the Option is exercised.  No
adjustment  will be made for a dividend or other right for which the record date
is  prior to the date the Shares are issued, except as provided in Section 12 of
the  Plan.


                                        6
<PAGE>
     Exercise  of  an  Option  in  any  manner shall result in a decrease in the
number  of  Shares  thereafter  available, both for purposes of the Plan and for
sale  under  the  Option,  by  the  number  of  Shares as to which the Option is
exercised.

          (b)     Termination  of  Relationship  as  a  Service Provider.  If an
                  ------------------------------------------------------
Optionee  ceases to be a Service Provider, such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement (of at
least  thirty  (30) days) to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of the Option
as  set  forth in the Option Agreement).  To the extent that the Optionee is not
entitled  to  exercise  the  Option  on  the date of such termination, or if the
Optionee does not exercise such Option to the extent so entitled within the time
specified  herein,  the  Option  shall terminate, and the Shares covered by such
Option  shall  revert  to  the  Plan.

          (c)     Disability of Optionee.  If an Optionee ceases to be a Service
                  ----------------------
Provider  as  a  result of Optionee's disability, the Optionee may within twelve
(12)  months  from  the date of such termination (but in no event later than the
expiration  date  of  the  term  of  such  Option  as  set  forth  in the Option
Agreement),  exercise  an Option to the extent otherwise entitled to exercise it
at  the  date  of such termination.  If such disability is not a "disability" as
such  term  is  defined  in  Section  22(e)(3)  of  the  Code, in the case of an
Incentive  Stock Option such Incentive Stock Option shall automatically cease to
be treated as an Incentive Stock Option and shall be treated for tax purposes as
a  Nonstatutory  Stock Option on the day three months and one day following such
termination.  To  the  extent  that the Optionee is not entitled to exercise the
Option  on  the  date  of termination, or if the Optionee does not exercise such
Option  to  the  extent so entitled within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (d)     Death  of  Optionee.  If  an  Optionee  dies  while  a Service
                  -------------------
Provider,  the  Option  may  be  exercised at any time within twelve (12) months
following  the  date  of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant) to the extent vested on
the  date  of death.  If, at the time of death, the Optionee is not vested as to
the  entire  Option,  the  Shares  covered by the unvested portion of the Option
shall  revert  to  the  Plan.  The  Option  may  be exercised by the executor or
administrator of the Optionee's estate or, if none, by the person(s) entitled to
exercise  the  Option  under  the  Optionee's  will  or  the  laws of descent or
distribution.  If  the  Option  is  not  so  exercised within the time specified
herein,  the Option shall terminate, and the Shares covered by such Option shall
revert  to  the  Plan.

          (e)     Buyout Provisions.  The Administrator may at any time offer to
                  -----------------
buy  out for a payment in cash or Shares, an Option previously granted, based on
such  terms  and conditions as the Administrator shall establish and communicate
to  the  Optionee  at  the  time  that  such  offer  is  made.

     10.     Transferability  of  Options  and Stock Purchase Rights.  Incentive
             -------------------------------------------------------
Stock  Options may not be sold, pledged, assigned, hypothecated, transferred, or
disposed  of  in  any  manner  other  than  by will or by the laws of descent or
distribution  and may be exercised, during the lifetime of the Optionee, only by
the  Optionee.  Nonstatutory  Stock  Options  and Stock Purchase Rights shall be
transferable  to  the  extent  provided  in  the  Option  Agreement.


                                        7
<PAGE>
     11.     Stock  Purchase  Rights.
             -----------------------

          (a)     Rights  to  Purchase.  Stock  Purchase  Rights  may  be issued
                  --------------------
either  alone,  in addition to, or in tandem with other awards granted under the
Plan  and/or  cash  awards  made  outside  of the Plan.  After the Administrator
determines  that  it  will  offer Stock Purchase Rights under the Plan, it shall
advise  the  offeree  in  writing or electronically of the terms, conditions and
restrictions  related  to  the  offer , including the number of Shares that such
person  shall be entitled to purchase, the price to be paid, and the time within
which  such  person must accept such offer.  The terms of the offer shall comply
in  all  respects  with Section 260.140.42 of Title 10 of the California Code of
Regulations.  The  offer  shall  be  accepted by execution of a Restricted Stock
purchase  agreement  in  the  form  determined  by  Administrator.

          (b)     Repurchase  Option.  Unless  the  Administrator  determines
                  ------------------
otherwise,  the  Restricted  Stock  purchase agreement shall grant the Company a
repurchase  option  exercisable upon the voluntary or involuntary termination of
the  purchaser's  service  with  the  Company for any reason (including death or
disability).  The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  purchase  agreement  shall  be the original price paid by the
purchaser  and  may be paid by cancellation of any indebtedness of the purchaser
to  the  Company.  The  repurchase  option  shall  lapse  at  such  rate  as the
Administrator  may determine, but in no case at a rate of less than 20% per year
over  five  years  from  the  date  of  purchase.

          (c)     Other  Provisions.  The  Restricted  Stock  purchase agreement
                  -----------------
shall contain such  other terms, provisions and conditions not inconsistent with
the  Plan  as  may  be  determined  by the Administrator in its sole discretion.

          (d)     Rights  as  a  Stockholder.  Once  the Stock Purchase Right is
                  --------------------------
exercised,  the purchaser shall have rights equivalent to those of a stockholder
and  shall be a stockholder when his or her purchase is entered upon the records
of  the  duly  authorized transfer agent of the Company.  No adjustment shall be
made  for  a  dividend  or other right for which the record date is prior to the
date  the Stock Purchase Right is exercised, except as provided in Section 12 of
the  Plan.

     12.     Adjustments  Upon  Changes  in Capitalization Merger or Asset Sale.
             ------------------------------------------------------------------

          (a)     Changes  in Capitalization.  Subject to any required action by
                  --------------------------
the stockholders of the Company, the number of shares of Common Stock covered by
each  outstanding  Option  or  Stock Purchase Right, and the number of shares of
Common  Stock  which  have been authorized for issuance under the Plan but as to
which  no  Options  or Stock Purchase Rights have yet been granted or which have
been  returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or  Stock  Purchase  Right,  shall be proportionately
adjusted  for  any increase or decrease in the number of issued shares of Common
Stock  resulting  from  a  stock  split,  reverse  stock  split, stock dividend,
combination  or  reclassification  of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company.  The conversion of any convertible securities
of  the  Company  shall  not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Board, whose determination
in  that  respect  shall  be final, binding and conclusive.  Except as expressly
provided  herein, no issuance


                                        8
<PAGE>
by  the  Company of shares of stock of any class, or securities convertible into
shares  of stock of any class, shall affect, and no adjustment by reason thereof
shall  be  made  with  respect to, the number or price of shares of Common Stock
subject  to  an  Option  or  Stock  Purchase  Right.

          (b)     Dissolution  or  Liquidation.  In  the  event  of the proposed
                  ----------------------------
dissolution  or  liquidation  of the Company, the Administrator shall notify the
Optionee  at  least  fifteen  (15)  days  prior to such proposed action.  To the
extent  it has not been previously exercised, the Option or Stock Purchase Right
shall  terminate  immediately prior to the consummation of such proposed action.

          (c)     Merger or Asset Sale.  In the event of a merger of the Company
                  --------------------
with or into another corporation, or the sale of substantially all of the assets
of  the  Company,  each  outstanding  Option  and  Stock Purchase Right shall be
assumed  or  an  equivalent  option  or  right  substituted  by  the  successor
corporation  or  a  Parent  or  Subsidiary of the successor corporation.  In the
event  that  the  successor  corporation refuses to assume or substitute for the
Option  or  Stock  Purchase Right, the Optionee shall fully vest in and have the
right  to  exercise the Option or Stock Purchase Right as to all of the Optioned
Stock,  including  Shares  as  to  which  it  would  not  otherwise be vested or
exercisable.  If  an  Option  or  Stock  Purchase Right becomes fully vested and
exercisable  in  lieu  of assumption or substitution in the event of a merger or
sale  of  assets,  the  Administrator  shall  notify  the Optionee in writing or
electronically  that  the  Option  or  Stock  Purchase  Right  shall  be  fully
exercisable  for a period of fifteen (15) days from the date of such notice, and
the  Option  or Stock Purchase Right shall terminate upon the expiration of such
period.  For  the purposes of this paragraph, the Option or Stock Purchase Right
shall  be  considered  assumed  if,  following the merger or sale of assets, the
option  or  right  confers  the  right to purchase or receive, for each Share of
Optioned  Stock  subject to the Option or Stock Purchase Right immediately prior
to  the  merger  or  sale  of assets, the consideration (whether stock, cash, or
other  securities  or  property)  received  in  the  merger or sale of assets by
holders  of  Common  Stock  for  each  Share  held  on the effective date of the
transaction  (and if holders were offered a choice of consideration, the type of
consideration  chosen  by  the holders of a majority of the outstanding Shares);
provided,  however, that if such consideration received in the merger or sale of
assets  is  not  solely common stock of the successor corporation or its Parent,
the  Administrator  may,  with the consent of the successor corporation, provide
for  the  consideration  to be received upon the exercise of the Option or Stock
Purchase  Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase  Right,  to  be solely common stock of the successor corporation or its
Parent  equal  in  fair  market value to the per share consideration received by
holders  of  Common  Stock  in  the  merger  or  sale  of  assets.

     13.     Time  of  Granting  Options and Stock Purchase Rights.  The date of
             -----------------------------------------------------
grant  of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase  Right,  or  such  other  date  as  is determined by the Administrator.
Notice  of  the  determination  shall be given to each Employee or Consultant to
whom  an  Option  or Stock Purchase Right is so granted within a reasonable time
after  the  date  of  such  grant.

     14.     Amendment  and  Termination  of  the  Plan.
             ------------------------------------------

          (a)     Amendment  and  Termination.  The Board may at any time amend,
                  ---------------------------
alter,  suspend  or  terminate  the  Plan.


                                        9
<PAGE>
          (b)     Stockholder  Approval.  The  Board  shall  obtain  stockholder
                  ---------------------
approval  of  any Plan amendment to the extent necessary and desirable to comply
with  Applicable  Laws.

          (c)     Effect of Amendment or Termination.  No amendment, alteration,
                  ----------------------------------
suspension  or  termination of the Plan shall impair the rights of any Optionee,
unless  mutually  agreed  otherwise  between the Optionee and the Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the  powers  granted  to  it hereunder with respect to Options granted under the
Plan  prior  to  the  date  of  such  termination.

     15.     Conditions  Upon  Issuance  of  Shares.
             --------------------------------------

          (a)     Legal  Compliance.  Shares shall not be issued pursuant to the
                  -----------------
exercise  of  an  Option unless the exercise of such Option and the issuance and
delivery  of  such Shares shall comply with Applicable Laws and shall be further
subject  to  the  approval  of  counsel  for  the  Company  with respect to such
compliance.

          (b)     Investment Representations.  As a condition to the exercise of
                  --------------------------
an  Option,  the  Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased  only  for  investment  and  without  any present intention to sell or
distribute  such  Shares  if,  in the opinion of counsel for the Company, such a
representation  is  required.

     16.     Inability  to  Obtain  Authority.  The  inability of the Company to
             --------------------------------
obtain  authority  from any regulatory body having jurisdiction, which authority
is  deemed  by  the Company's counsel to be necessary to the lawful issuance and
sale  of  any  Shares  hereunder,  shall relieve the Company of any liability in
respect  of  the failure to issue or sell such Shares as to which such requisite
authority  shall  not  have  beer  obtained.

     17.     Reservation  of  Shares.  The Company, during the term of this Plan
             -----------------------
and  for  so  long as Options are outstanding under the Plan, shall at all times
reserve  and  keep  available  such  number  of Shares as shall be sufficient to
satisfy  the  requirements  of  the  Plan.

     18.     Stockholder  Approval.The  Plan shall be subject to approval by the
             ----------------------
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such  stockholder  approval  shy  be obtained in the degree and manner
required  under  Applicable  Laws.

     19.     Information to Optionees and Purchasers.  The Company shall provide
             ---------------------------------------
to  each  Optionee  and  to  each individual who acquires Shares pursuant to the
Plan,  not  less  frequently  than  annually  during the period such Optionee or
purchaser  has one or more Options or Stock Purchase Rights outstanding, and, in
the  case  of an individual who acquires Shares pursuant to the Plan, during the
period  such individual owns such Shares, copies of annual financial statements.
The  Company  shall  not  be require to provide such statements to key employees
whose  duties  in  connection  with  the Company assure the access to equivalent
information.


                                       10
<PAGE>

</TEXT>
</DOCUMENT>
