ALPHA INNOTECH CORP
EX-10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>EX-10.1
<TEXT>
                                                                    EXHIBIT 10.1

                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN
                                       OF
                           ALPHA INNOTECH CORPORATION

         1.       PURPOSES OF THE PLAN

                  The  purposes of the Amended and  Restated  1999 Stock  Option
Plan (the "PLAN") of Alpha Innotech Corporation,  a California  corporation (the
"COMPANY"), are to:

                  (a)      Encourage   selected    employees,    directors   and
consultants to improve operations and increase profits of the Company;

                  (b)      Encourage   selected    employees,    directors   and
consultants to accept or continue  employment or association with the Company or
its Affiliates; and

                  (c)      Increase   the   interest  of   selected   employees,
directors and consultants in the Company's welfare through  participation in the
growth in value of the  common  stock  (the  "COMMON  STOCK")  of  Xtrana,  Inc.
("XTRANA"), which acquired the Company on October 3, 2005.

                  Options granted under this Plan  ("OPTIONS") may be "incentive
stock options"  ("ISOS")  intended to satisfy the requirements of Section 422 of
the Internal  Revenue Code of 1986,  as amended (the "CODE"),  or  "nonqualified
options" ("NQOS").

         2.       ELIGIBLE PERSONS

                  Every  person  who at the  date of grant  of an  Option  is an
employee of the Company or of any Affiliate (as defined below) of the Company is
eligible to receive  NQOs or ISOs under this Plan.  Every person who at the date
of grant is a  consultant  to, or  nonemployee  director  of, the Company or any
Affiliate  (as defined  below) of the Company is eligible to receive  NQOs under
this Plan. The term "AFFILIATE" as used in the Plan means a parent or subsidiary
corporation as defined in the applicable  provisions  (currently Sections 424(e)
and (f),  respectively) of the Code. The term "EMPLOYEE"  includes an officer or
director  who is an  employee of the  Company.  The term  "CONSULTANT"  includes
persons employed by, or otherwise affiliated with, a consulting firm.


<PAGE>


         3.       STOCK SUBJECT TO THIS PLAN

                  Subject to the  provisions of Section  6.1.1 of the Plan,  the
total  number of shares of stock  which  may be  issued  under  options  granted
pursuant to this Plan and the total number of shares provided for issuance under
this Plan shall be 3,800,000  shares of Common Stock.  The shares covered by the
portion  of any grant  under the Plan which  expires  unexercised  shall  become
available  again for grants under the Plan. Any shares of Common Stock which are
retained by Xtrana upon  exercise of an Option to satisfy the exercise  price of
an Option or any  withholding  taxes due with  respect  to such  exercise  shall
continue to be available for future issuance under the Plan.

         4.       ADMINISTRATION

                  4.1      GENERAL. This Plan shall be administered by the Board
of Directors of  Xtrana(the  "BOARD") or, either in its entirety or only insofar
as required  pursuant to Section 4.2 hereof, by a committee (the "COMMITTEE") of
at least two Board  members to which  administration  of the Plan, or of part of
the Plan, is delegated (in either case, the "ADMINISTRATOR").

                  4.2      PUBLIC  COMPANY.  From and after  such time as Xtrana
registers  a class of  equity  securities  under  Section  12 of the  Securities
Exchange Act of 1934 (the "EXCHANGE ACT") and to the extent permitted by any and
all laws of whatever jurisdiction,  within or without the United States, and the
rules of any stock  exchange or  quotation  system on which the Common  Stock is
listed or quoted  ("APPLICABLE  LAWS"),  the  Committee  shall  consist of Board
members who are "Non-Employee Directors" as defined under Rule 16b-3 promulgated
by the Securities  and Exchange  Commission or any successor rule thereto ("RULE
16B-3").

                  4.3      AUTHORITY  OF  ADMINISTRATOR.  Subject  to the  other
provisions of this Plan,  the  Administrator  shall have the  authority,  in its
discretion: (i) to grant Options; (ii) to determine the fair market value of the
Common  Stock  subject to Options;  (iii) to  determine  the  exercise  price of
Options granted; (iv) to determine the persons (each an "OPTIONEE") to whom, and
the time or times at which,  Options shall be granted,  and the number of shares
subject to each Option;  (v) to interpret this Plan;  (vi) to prescribe,  amend,
and rescind rules and regulations  relating to this Plan; (vii) to determine the
terms and  provisions  of each Option  granted  (which  need not be  identical),
including  but not  limited  to,  the time or times  at which  Options  shall be
exercisable;  (viii)  with the consent of the  Optionee,  to modify or amend any
Option;  (ix) to  accelerate  or to defer (with the consent of the Optionee) the
exercise date of any Option; (x) to authorize any person to execute on behalf of
the Company any instrument  evidencing the grant of an Option;  and (xi) to make
all other determinations deemed necessary or advisable for the administration of
this Plan. To the extent  permitted by Applicable  Laws, the  Administrator  may
delegate


                                       2
<PAGE>


nondiscretionary  administrative  duties  to such  employees  of  Xtrana  or the
Company as it deems proper.

                  4.4      INTERPRETATION  BY  ADMINISTRATOR.  All  questions of
interpretation, implementation, and application of this Plan shall be determined
by the  Administrator.  Such  determinations  shall be final and  binding on all
persons.

                  4.5      RULE  16B-3.  With  respect  to  persons  subject  to
Section  16 of the  Exchange  Act,  if any,  transactions  under  this  Plan are
intended  to  comply  with  the  applicable  conditions  of Rule  16b-3,  or any
successor  rule  thereto.  To the extent any provision of this Plan or action by
the  Administrator  fails to so comply, it shall be deemed null and void, to the
extent   permitted   by  law  and  deemed   advisable   by  the   Administrator.
Notwithstanding  the above, it shall be the responsibility of such persons,  not
of the Company or the Administrator,  to comply with the requirements of Section
16 of the Exchange Act; and neither the Company nor the  Administrator  shall be
liable if this Plan or any transaction  under this Plan fails to comply with the
applicable  conditions  of Rule 16b-3 or any successor  rule thereto,  or if any
such person incurs any liability under Section 16 of the Exchange Act.

         5.       GRANTING OF OPTIONS; OPTION AGREEMENT

                  5.1      TERMINATION  OF PLAN.  No  options  shall be  granted
under this Plan after ten years  from the date of  adoption  of this Plan by the
Board.

                  5.2      STOCK   OPTION   AGREEMENT.   Each  Option  shall  be
evidenced by a written stock option agreement (the "OPTION AGREEMENT"),  in form
satisfactory to the Company, executed by the Company and the person to whom such
Option is  granted;  provided,  however,  that the failure by the  Company,  the
Optionee,  or both, to execute the Option  Agreement  shall not  invalidate  the
granting of an Option,  although the exercise of each option shall be subject to
Section 6.1.3.

                  5.3      TYPE OF OPTION.  The Option  Agreement  shall specify
whether each Option it evidences is an NQO or an ISO.

                  5.4      EARLY  APPROVAL OF GRANTS.  Subject to Section  6.3.3
with respect to ISOs, the  Administrator  may approve the grant of Options under
this  Plan to  persons  who are  expected  to  become  employees,  directors  or
consultants of the Company,  but are not employees,  directors or consultants at
the date of  approval,  with  such  grant to  specify  whether  it is  effective
immediately or effective only on such person  becoming an employee,  director or
consultant.


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<PAGE>


         6.       TERMS AND CONDITIONS OF OPTIONS

                  Each  Option  granted  under this Plan shall be subject to the
terms and conditions set forth in Section 6.1. NQOs shall be also subject to the
terms  and  conditions  set  forth in  Section  6.2,  but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and conditions set forth in
Section 6.3, but not those set forth in Section 6.2.

                  6.1      TERMS  AND   CONDITIONS  TO  WHICH  ALL  OPTIONS  ARE
SUBJECT. Options granted under this Plan shall be subject to the following terms
and conditions:

                           6.1.1    CHANGES  IN  CAPITAL  STRUCTURE.  Subject to
Section  6.1.2,  if the stock of the  Company  is  changed  by reason of a stock
split, reverse stock split, stock dividend, or recapitalization,  combination or
reclassification,  appropriate adjustments shall be made by the Board in (a) the
number  and  class of  shares  of stock  subject  to this  Plan and each  Option
outstanding  under this Plan,  and (b) the  exercise  price of each  outstanding
Option;  provided,  however,  that the  Company  shall not be  required to issue
fractional  shares as a result  of any such  adjustments.  Each such  adjustment
shall be subject to approval by the Board in its absolute discretion.

                           6.1.2    CORPORATE TRANSACTIONS.

                                    (a)      DISSOLUTION OR LIQUIDATION.  In the
event  of  the  proposed   dissolution  or  liquidation  of  the  Company,   the
Administrator shall notify each Optionee at least 30 days prior to such proposed
action.  To the extent not  previously  exercised,  all Options  will  terminate
immediately prior to the consummation of such proposed action.

                                    (b)      MERGER OR ASSET SALE.  In the event
of (i) a sale or other  disposition of all or substantially all of the assets of
the Company, or (ii) a merger,  consolidation,  reorganization,  sale or similar
transaction  or series of  related  transactions  in which  the  holders  of the
Company's  outstanding  shares  immediately before such transaction or series of
transactions  do  not,   immediately   after  such   transaction  or  series  of
transactions,  retain stock  representing  a majority of the voting power of the
surviving entity (any such event being referred to as "CHANGE OF CONTROL"):

                                             (i)      OPTIONS. Each Option shall
be  assumed  or  an  equivalent  option  substituted  by  the  successor  entity
(including as a "successor" any purchaser of substantially  all of the assets of
the Company) or a parent or  subsidiary of the  successor  entity.  In the event
that the successor  does not assume or substitute  for the Option,  the Optionee
shall have the right to  exercise  the Option as to 100% of the shares of Common
Stock covered by the Option, including shares as to which it would not otherwise
be  exercisable.   If  an  Option  is  exercisable  in  lieu  of  assumption  or
substitution


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<PAGE>


in the event of a merger, sale of assets or other transaction, the Administrator
shall  notify the  Optionee  that the Option  shall be fully  exercisable  for a
period of at least 15 days from the date of such  notice,  and the Option  shall
terminate  upon  the  expiration  of  such  period.  For  the  purposes  of this
paragraph, the Option shall be considered assumed if, following the merger, sale
of assets,  or other  transaction,  the Option  confers the right to purchase or
receive,  for each share of Common Stock subject to the Option immediately prior
to the merger, sale of assets, or other transaction,  the consideration (whether
stock,  cash, or other  securities or property)  received in such transaction 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 was not solely common
stock of the  successor  entity or its parent  entity,  the Option shall also be
deemed  assumed  if  the  Administrator,  with  the  consent  of  the  successor
corporation,  provides for the consideration to be received upon the exercise of
the Option,  for each share of Common Stock subject to the Option,  to be solely
common stock of the  successor  entity or its parent entity equal in fair market
value to the per share consideration  received by holders of Common Stock in the
merger, sale of assets or other transaction.

                                             (ii)        SHARES SUBJECT TO RIGHT
OF  REPURCHASE.  Any Options or shares  subject to a right of  repurchase of the
Company shall be exchanged for the consideration  (whether stock, cash, or other
securities or property) received in the merger,  asset sale or other transaction
by the  holders  of the  Company's  Common  Stock  for  each  share  held on the
effective  date of the  transaction,  as described in the  preceding  paragraph;
provided,  however,  that if the  consideration  received  is not solely  common
stock, and the Administrator provides, pursuant to the foregoing paragraph, that
holders of Options  shall receive  common stock of the  successor  entity or its
parent entity upon exercise of the Options,  then any shares  subject to a right
of  repurchase  shall also be exchanged for common stock of the successor or its
parent.  If in such  exchange  the  Optionee  receives  shares  of  stock of the
successor  or a  parent  or  subsidiary  of such  successor  entity,  and if the
successor  entity has agreed to assume or substitute  for Options as provided in
the preceding paragraph, such exchanged shares shall continue to be subject to a
right of  repurchase  as  provided  in the  Optionee's  Stock  Option Plan stock
purchase  agreement.  If, as provided in the preceding  paragraph,  the Optionee
shall  have the right to  exercise  an Option as to all of the  shares of Common
Stock covered  thereby,  all shares that are subject to a right of repurchase of
the Company shall be released  from such right of repurchase  and shall be fully
vested.

If upon a Change  in  Control,  the  Optionee  receives  shares  of stock of the
successor  entity or a parent or subsidiary of the  successor  entity,  and such
exchanged shares continue to be subject to a Right of Repurchase,  and if within
six (6) months  following  such  Change in Control  an  Optionee's  status as an
employee terminates as a result of an Involuntary


                                       5
<PAGE>


Termination  other  than  for  Cause,  then  all  Shares  subject  to a Right of
Repurchase  shall be released from such Right of  Repurchase  and shall be fully
vested.

                           6.1.3    TIME OF OPTION EXERCISE.  Subject to Section
5 and Section 6.3.4,  Options  granted under this Plan shall be exercisable  (a)
immediately  as of the  effective  date of the  Option  Agreement  granting  the
Option, or (b) in accordance with a schedule related to the date of the grant of
the Option,  the date of first employment or service,  or such other date as may
be set by the Administrator (in any case, the "VESTING BASE DATE") and specified
in the Option Agreement relating to such Option;  provided,  however,  that with
respect to Options  granted to employees who are not officers or directors,  the
right to  exercise an Option must vest at the rate of at least 20% per year over
five years from the date the Option was  granted.  Options  granted to officers,
directors or  consultants  may become fully  exercisable,  subject to reasonable
conditions  such as continued  employment or service,  at any time or during any
period  established by the Board or the  Administrator  in accordance  with this
Plan.  In any  case,  no Option  shall be  exercisable  until a  written  Option
Agreement in form satisfactory to the Company is executed by the Company and the
Optionee.

                           6.1.4    OPTION  GRANT  DATE.  Except  in the case of
grants contingent on the beginning of employment or other service,  as described
in Section 5.4, the date of grant of an Option under this Plan shall be the date
as of which the Administrator approves the grant.

                           6.1.5    NONASSIGNABILITY OF OPTION RIGHTS. Except as
otherwise  determined by the Administrator and expressly set forth in the Option
Agreement,  no Option  granted  under this Plan shall be assignable or otherwise
transferable  by the  Optionee  except  by will or by the  laws of  descent  and
distribution. During the life of the Optionee, except as otherwise determined by
the  Administrator  and expressly set forth in the Option  Agreement,  an Option
shall be exercisable  only by the Optionee.  Notwithstanding  the foregoing,  if
permitted in the Option Agreement or otherwise  determined by the Administrator,
NQOs may be transferred by instrument to an inter vivos or testamentary trust in
which the NQOs are to be passed to  beneficiaries  upon the death of the trustor
(settlor)  or by gift or  pursuant to domestic  relations  orders to  "Immediate
Family Members" (as defined below) of the Optionee. "IMMEDIATE FAMILY" means any
child, stepchild,  grandchild, parent, stepparent,  grandparent,  spouse, former
spouse,  sibling,  niece,  nephew,  mother-in-law,   father-in-law,  son-in-law,
daughter-in-law,    brother-in-law,   or   sister-in-law   (including   adoptive
relationships),  a trust in which these  persons have more than fifty percent of
the beneficial  interest,  a foundation in which these persons (or the Optionee)
control the  management  of assets,  and any other entity in which these persons
(or the Optionee) own more than fifty percent of the voting interests.


                                       6
<PAGE>


                           6.1.6    PAYMENT.  Except as provided below,  payment
in full,  in cash,  shall be made for all stock  purchased  at the time  written
notice of exercise  of an Option is given to the  Company,  and  proceeds of any
payment shall constitute general funds of the Company.  At the time an Option is
granted  or  exercised,  the  Administrator,  in the  exercise  of its  absolute
discretion after considering any tax or accounting  consequences,  may authorize
any one or more of the following additional methods of payment:

                                    (a)      Acceptance of the  Optionee's  full
recourse  promissory  note for all or part of the Option price,  payable on such
terms and bearing such interest rate as determined by the Administrator  (but in
no event less than the minimum  interest rate specified  under the Code at which
no  additional  interest  would be imputed and in no event more than the maximum
interest rate allowed under applicable usury laws), which promissory note may be
either  secured or unsecured in such manner as the  Administrator  shall approve
(including,  without  limitation,  by a security  interest  in the shares of the
Company);

                                    (b)      Other  shares of Common  Stock,  or
the designation of other shares of Common Stock,  which (A) if required to avoid
the Xtrana's incurring adverse accounting  charges,  in the case of Common Stock
acquired  upon  exercise  of an  option  (whether  or not under  this  Plan) are
"mature"  shares for purposes of avoiding  variable  accounting  treatment under
generally accepted  accounting  principals  (generally,  mature shares are those
that have been  owned by the  Optionee  for more than six  months on the date of
surrender), and (B) have a fair market value (determined as set forth in Section
6.1.11) on the date of surrender equal to the exercise price of the Common Stock
as to which the Option is being exercised;

                                    (c)      Provided   that  a  public   market
exists  for the  Common  Stock,  through a "same day sale"  commitment  from the
Optionee and a  broker-dealer  that is a member of the National  Association  of
Securities  Dealers  (an "NASD  Dealer")  under which the  Optionee  irrevocably
elects to exercise the Option and the NASD Dealer irrevocably commits to forward
an amount  equal to the Option  Price  plus any  applicable  withholding  taxes,
directly to the Company (a "CASHLESS EXERCISE"); and

                                    (d)      Such   other   form  or  method  of
payment  as  determined  by the  Administrator  and to the extent  permitted  by
Applicable Law.

                           6.1.7    TERMINATION OF EMPLOYMENT.

                                    (a)      If,  for  any  reason   other  than
death,  disability or termination  for "cause" (as defined  below),  an Optionee
ceases to be employed by the Company or any of its Affiliates  (such event being
called a "TERMINATION"),  Options held at the date of Termination (to the extent
then  exercisable)  may be  exercised  in whole or in part at any time within 60
days of the date of such Termination, or such other period of


                                       7
<PAGE>


not less than 30 days after the date of such  Termination as is specified in the
Option Agreement (but in no event after the Expiration Date).

                                    (b)      If an Optionee dies while  employed
by the  Company or an  Affiliate  or within the period  that the Option  remains
exercisable   after   Termination,   Options  then  held  (to  the  extent  then
exercisable)  may be exercised,  in whole or in part,  by the  Optionee,  by the
Optionee's  personal  representative,  or by the  person  to whom the  Option is
transferred  by  devise or the laws of  descent  and  distribution,  at any time
within twelve  months after the death of the  Optionee,  or such other period of
not less than six months from the date of  Termination  as is  specified  in the
Option Agreement (but in no event after the Expiration Date).

                                    (c)      If  an   Optionee   ceases   to  be
employed by the Company or an  Affiliate  as a result of his or her  disability,
the Optionee may, but only within six months after the date of Termination  (and
in no event  after the  Expiration  Date),  exercise  the  Option to the  extent
otherwise entitled to exercise it at the date of Termination; provided, however,
that 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 ISO such ISO shall automatically convert
to an NQO on the day three months and one day following such Termination.

                                    (d)      If an  Optionee is  terminated  for
"CAUSE" all Options then held by such Optionee shall  terminate and no longer be
exercisable as of the date of  Termination.  For purposes of this Section 6.1.7,
"CAUSE"  shall mean  Termination  (i) by reason of  Optionee's  commission  of a
felony,  misdemeanor or other illegal  conduct  involving  dishonesty,  fraud or
other  matters  of moral  turpitude,  (ii) by  reason of  Optionee's  dishonesty
towards,  fraud upon, or deliberate injury or attempted injury to the Company or
any of its Affiliates,  or (iii) by reason of Optionee's  willfully  engaging in
misconduct which is materially and demonstrably  injurious to the Company or any
of its Affiliates.

                                    (e)      To the extent that the Optionee was
not  entitled  to  exercise  the  Option  at 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.

                                    (f)      For purposes of this Section 6.1.7,
"EMPLOYMENT"  includes service as an employee,  a director or a consultant.  For
purposes of this Section 6.1.7, an Optionee's  employment shall not be deemed to
terminate  by reason of sick  leave,  military  leave or other  leave of absence
approved by the  Administrator,  if the period of any such leave does not exceed
three  months or, if longer,  if the  Optionee's  right to  reemployment  by the
Company or any Affiliate is guaranteed either  contractually or by statute.  The
Administrator  shall have the discretion to determine whether and to what extent
the  vesting of Options  shall be tolled  during  any unpaid  leave of  absence;


                                       8
<PAGE>


provided, however, that in the absence of such determination, vesting of Options
shall be tolled during any leave that is not a leave  required to be provided to
the Optionee under Applicable Law. In the event of military leave, vesting shall
toll during any unpaid portion of such leave,  provided that, upon an Optionee's
returning from military leave (under conditions that would entitle him or her to
protection  upon  such  return  under  the  Uniform   Services   Employment  and
Reemployment Rights Act), Optionee shall be given vesting credit with respect to
Options to the same extent as would have applied had the  Optionee  continued to
provide  services to the Company or Affiliate  throughout  the leave on the same
terms as he or she was providing services immediately prior to such leave.

                           6.1.8    REPURCHASE OF STOCK.

                                    (a)      At the option of the Administrator,
the stock to be delivered  pursuant to the exercise of any Option  granted to an
employee,  director or  consultant  under this Plan may be subject to a right of
repurchase in favor of the Company with respect to any employee,  or director or
consultant whose  employment,  or director or consulting  relationship  with the
Company is  terminated.  With respect to shares  issued to employees who are not
officers or directors,  such right of  repurchase  shall be  exercisable  on the
following terms, as the Administrator may determine in the grant of the Option:

                                             (i)         at the Option  exercise
price and (i) shall  lapse at the rate of at least 20% per year over five  years
from the date the Option is granted (without regard to the date it was exercised
or becomes  exercisable),  and must be  exercised  for cash or  cancellation  of
purchase money indebtedness  within three months of such termination and (ii) if
the right is assignable  by the Company,  the assignee must pay the Company upon
assignment of the right  (unless the assignee is a 100% owned  subsidiary of the
Company or is an  Affiliate)  cash equal to the  difference  between  the Option
exercise price and the value  (determined as set forth in Section 6.1.11) of the
stock to be  purchased  if the Option  exercise  price is less than such  value;
and/or

                                             (ii)        at  the  higher  of the
Option  exercise price or the value  (determined as set forth in Section 6.1.11)
of the stock being purchased on the date of  termination,  and must be exercised
for cash or cancellation of purchase money  indebtedness  within three months of
termination of employment (or in the case of securities  issued upon exercise of
options  after the date of  termination,  within  three months after the date of
exercise),  and such right shall terminate when the Company's  securities become
publicly traded.

                                    (b)      Any  shares  which are issued to an
officer,  director or  consultant  of the Company or an affiliate of the Company
may be subject to a right of repurchase on the terms set forth above,  or on any
other terms determined by the


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<PAGE>


Administrator, including terms containing additional or greater restrictions, in
the absolute discretion of the Administrator.

                                    (c)      Determination   of  the  number  of
shares subject to any such right of repurchase  shall be made as of the date the
employee's employment by, director's director relationship with, or consultant's
consulting  relationship with, the Company  terminates,  not as of the date that
any Option  granted to such  employee,  director  or  consultant  is  thereafter
exercised.

                           6.1.9    WITHHOLDING  AND  EMPLOYMENT  TAXES.  At the
time of  exercise  of an Option or at such  other time or times as the amount of
such obligations becomes determinable (the "TAX DATE"), the Optionee shall remit
to the  Company  in cash  all  applicable  federal  and  state  withholding  and
employment taxes due by reason of the exercise of an Option,  the disposition of
Common Stock acquired through  exercise of an Option,  or the lapse of rights to
repurchase Common Stock. The Administrator may, in its absolute discretion after
considering  any tax or  accounting  consequences,  permit  an  Optionee  to (i)
deliver a full recourse promissory note on such terms as the Administrator deems
appropriate,  (ii) tender to the  Company  previously  owned  shares of Stock or
other securities of the Company,  or (iii) have shares of Common Stock which are
acquired upon exercise of the Option  withheld by the Company to pay some or all
of the amount of tax that is  required by law to be withheld by the Company as a
result of the exercise of such Option,  the disposition of Common Stock acquired
through  exercise  of an  Option,  or the lapse of rights to  repurchase  Common
Stock, subject to the following limitations. Any securities tendered or withheld
in  accordance  with this Section 6.1.9 shall be valued by the Company as of the
Tax Date.

                           6.1.10   OTHER PROVISIONS.  Each Option granted under
this  Plan  may  contain  such  other  terms,  provisions,  and  conditions  not
inconsistent with this Plan as may be determined by the Administrator,  and each
ISO granted under this Plan shall include such  provisions and conditions as are
necessary  to  qualify  the Option as an  "incentive  stock  option"  within the
meaning of Section 422 of the Code.

                           6.1.11   DETERMINATION  OF VALUE. For purposes of the
Plan,  the  value of  Common  Stock  or  other  securities  of  Xtrana  shall be
determined as follows:

                                    (a)      If the stock of Xtranais  listed on
any established  stock exchange or a national market system,  including  without
limitation  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 system or exchange for the date the value is to be determined (or
if there are no sales for such date, then for the last preceding business day on
which there were  sales),  as  reported  in the WALL  STREET  JOURNAL or similar
publication.


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<PAGE>


                                    (b)      If the stock of Xtrana 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 stock on the date the value is to be determined  (or if there are
no quoted prices for the date of grant, then for the last preceding business day
on which there were quoted prices).

                                    (c)      In the  absence  of an  established
market  for the  stock  of  Xtrana,  the  fair  market  value  thereof  shall be
determined in good faith by the Administrator,  by consideration of such factors
as the  Administrator in its discretion deems appropriate among the recent issue
price of other  securities of Xtrana,  Xtrana's net worth,  prospective  earning
power,  dividend-paying  capacity,  and other  relevant  factors,  including the
goodwill of Xtrana, the economic outlook in Xtrana's industry, Xtrana's position
in  the  industry  and  its  management,  and  the  values  of  stock  of  other
corporations in the same or a similar line of business.

                           6.1.12   OPTION TERM.  Subject to Section  6.3.5,  no
Option shall be exercisable more than ten years after the date of grant, or such
lesser  period of time as is set forth in the Option  Agreement  (the end of the
maximum  exercise period stated in the stock option  agreement is referred to in
this Plan as the "EXPIRATION DATE").

                           6.1.13   EXERCISE  PRICE.  The exercise  price of any
Option granted to any person who owns,  directly or by attribution under Section
424(d) of the Code, stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Company or of any  Affiliate (a "TEN
PERCENT  STOCKHOLDER")  shall in no event be less than  110% of the fair  market
value (determined in accordance with Section 6.1.11) of the stock covered by the
Option at the time the Option is granted.

                  6.2      EXERCISE  PRICE  OF  NQOS.  Except  as set  forth  in
Section  6.1.13,  the exercise price of any NQO granted under this Plan shall be
not less  than 85% of the fair  market  value  (determined  in  accordance  with
Section 6.1.11) of the stock subject to the Option on the date of grant.

                  6.3      TERMS AND  CONDITIONS TO WHICH ONLY ISOS ARE SUBJECT.
Options granted under this Plan which are designated as ISOs shall be subject to
the following terms and conditions:

                           6.3.1    EXERCISE  PRICE.  Except  as  set  forth  in
Section  6.1.13,  the exercise price of an ISO shall be determined in accordance
with the  applicable  provisions  of the Code and shall in no event be less than
the fair market value  (determined  in  accordance  with Section  6.1.11) of the
stock covered by the Option at the time the Option is granted or deemed  granted
under Section 6.3.3.


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<PAGE>


                           6.3.2    DISQUALIFYING    DISPOSITIONS.    If   stock
acquired by exercise of an ISO granted pursuant to this Plan is disposed of in a
"disqualifying  disposition"  within the meaning of Section 422 of the Code, the
holder of the stock immediately before the disposition shall promptly notify the
Company in writing of the date and terms of the  disposition  and shall  provide
such other  information  regarding  the  Option as the  Company  may  reasonably
require.

                           6.3.3    GRANT   DATE.   If  an  ISO  is  granted  in
anticipation  of  employment  as provided in Section  5.4,  the Option  shall be
deemed granted,  without further  approval,  on the date the grantee assumes the
employment  relationship  forming  the basis for such grant,  and, in  addition,
satisfies all requirements of this Plan for Options granted on that date.

                           6.3.4    VESTING. Notwithstanding any other provision
of this Plan, ISOs granted under all incentive stock option plans of the Company
and its  subsidiaries may not "vest" for more than $100,000 in fair market value
of stock  (measured on the grant dates(s)) in any calendar year. For purposes of
the preceding sentence, an option "vests" when it first becomes exercisable. If,
by their terms,  such ISOs taken  together  would vest to a greater  extent in a
calendar year, and unless otherwise provided by the  Administrator,  the vesting
limitation  described above shall be applied by deferring the  exercisability of
those ISOs or portions of ISOs which have the highest per share exercise prices;
but in no event shall more than $100,000 in fair market value of stock (measured
on the grant  date(s)) vest in any calendar  year.  The ISOs or portions of ISOs
whose exercisability is so deferred shall become exercisable on the first day of
the first  subsequent  calendar  year  during  which they may be  exercised,  as
determined by applying these same  principles  and all other  provisions of this
Plan including  those relating to the expiration and  termination of ISOs. In no
event,  however,  will the  operation of this Section 6.3.4 cause an ISO to vest
before its terms or, having vested, cease to be vested.

                           6.3.5    TERM. Notwithstanding Section 6.1.12, no ISO
granted to any Ten Percent Stockholder shall be exercisable more than five years
after the date of grant.

         7.       MANNER OF EXERCISE

                  7.1      WRITTEN  NOTICE;  PAYMENT.  An  Optionee  wishing  to
exercise an Option  shall give  written  notice to the Company at its  principal
executive office,  to the attention of the officer of the Company  designated by
the  Administrator,  accompanied by payment of the exercise price as provided in
Section  6.1.6.  The date the  Company  receives  written  notice of an exercise
hereunder accompanied by payment of the exercise price will be considered as the
date such Option was exercised.

                  7.2      DELIVERY OF STOCK.  Promptly after receipt of written
notice of exercise of an Option, the Company shall, without stock issue or stock
transfer taxes to


                                       12
<PAGE>


the  Optionee or other person  entitled to exercise  the Option,  deliver to the
Optionee or such other person a certificate  or  certificates  for the requisite
number of shares of stock or register  such  Optionee as a  stockholder  by book
entry.  An Optionee or permitted  transferee  of an Optionee  shall not have any
privileges as a  stockholder  with respect to any shares of stock covered by the
Option until the date of issuance (as evidenced by the appropriate  entry on the
books of the Company or a duly authorized transfer agent) of such shares.

         8.       EMPLOYMENT OR CONSULTING RELATIONSHIP

                  Nothing in this Plan or any Option  granted  thereunder  shall
interfere  with or limit in any way the  right of the  Company  or of any of its
Affiliates to terminate any Optionee's employment or consulting  relationship at
any time,  nor confer upon any  Optionee any right to continue in the employ of,
or consult with, the Company or any of its Affiliates,  nor interfere in any way
with provisions in the Company's charter documents or applicable law relating to
the election, appointment, terms of office, and removal of members of the Board.

         9.       FINANCIAL INFORMATION

                  The Company shall  provide to each Optionee  during the period
such Optionee  holds an outstanding  Option,  and to each holder of Common Stock
acquired  upon  exercise of Options  granted  under the Plan for so long as such
person is a holder of such Common  Stock,  annual  financial  statements  of the
Company as  prepared  either by the  Company  or  independent  certified  public
accountants  of the Company.  Such  financial  statements  shall  include,  at a
minimum, a balance sheet and an income statement, and shall be delivered as soon
as practicable following the end of the Company's fiscal year. The provisions of
this Section 9 shall not apply with respect to Optionees  who are key  employees
of the Company whose duties in connection  with the Company  assures them access
to  information   equivalent  to  the  information  provided  in  the  financial
statements.

         10.      CONDITIONS UPON ISSUANCE OF SHARES

                  Shares of Common  Stock  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  pursuant  thereto  shall  comply  with  all  relevant
provisions of Applicable Law, including,  without limitation, the Securities Act
of 1933,  as amended  (the  "SECURITIES  ACT").  The  inability of Xtrana or the
Company to obtain authority from any regulatory body having jurisdiction,  which
authority is deemed by Xtrana's or the Company's  counsel to be necessary to the
lawful grant of Options and  issuance  and sale of any Common  Stock  hereunder,
shall relieve  Xtrana and the Company of any liability in respect of the failure
to grant  such  Options  or issue or sell  such  Common  Stock as to which  such
requisite authority shall not have been obtained.


                                       13
<PAGE>


         11.      NONEXCLUSIVITY OF THE PLAN

                  The  adoption of the Plan shall not be  construed  as creating
any  limitations  on the power of the  Company  to adopt  such  other  incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options other than under the Plan.

         12.      AMENDMENTS TO PLAN

                  The Board may at any time amend, alter, suspend or discontinue
this  Plan.  Without  the  consent of an  Optionee,  no  amendment,  alteration,
suspension or discontinuance may adversely affect outstanding  Options except to
conform  this  Plan and ISOs  granted  under  this Plan to the  requirements  of
federal or other tax laws  relating to incentive  stock  options.  No amendment,
alteration,  suspension or  discontinuance  shall require  stockholder  approval
unless (a) stockholder  approval is required to preserve  incentive stock option
treatment  for  federal  income tax  purposes,  or (b)  shareholder  approval is
required to preserve option grants as "qualified performance-based compensation"
under Section 162(m) of the Code.

         13.      EFFECTIVE DATE OF PLAN

                  This Plan shall become  effective  upon  adoption by the Board
provided,  however, that no Option shall be exercisable unless and until written
consent of the  stockholders of the Company,  or approval of stockholders of the
Company voting at a validly called stockholders'  meeting, is obtained within 12
months after adoption by the Board. If such stockholder approval is not obtained
within such time,  Options granted  hereunder shall terminate and be of no force
and effect from and after  expiration  of such 12-month  period.  Options may be
granted and exercised  under this Plan only after there has been compliance with
all applicable federal and state securities laws.


Plan adopted by the Board of Directors on:  December 21, 1999.
Plan approved by Stockholders on:           December 21, 1999.

Plan amended to increase the number of shares  available for issuance  under the
Plan  to  3,800,000  shares  approved  by  the  Board  of  Directors  and by the
Shareholders  on April 24,  2001.  Plan  amended  by the Board of  Directors  on
October 3, 2005 in connection with acquisition of the Company by Xtrana.


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</TEXT>
</DOCUMENT>
