**Exhibit 10.2**

**INTRABIOTICS PHARMACEUTICALS,INC.**

**Amended and Restated 1995 StockOption Plan**

**Adopted February 15, 1995Amended on June 13, 1996Amended on July 29, 1997Amended on October 21, 1997Amended on June 18, 1998Amended on October 22, 1998Amended on June 10, 1999Amended on January 26, 2000Amended on April 27, 2001**

**             1.          Purpose of the Plan****.**The purposes of this Amended and Restated 1995 StockOption Plan are to attract and retain the best available personnel forpositions’ of substantial responsibility, to provide additional incentive tothe Employees and Consultants of the Company and to promote the success of theCompany’s business.

             Options granted hereunder may beeither Incentive Stock Options or Nonstatutory Stock Options, at the discretionof the Board and as reflected in the terms of the written option agreement.

**             2.          Definitions****.**As used herein, the following definitions shallapply:

**                           (a)         “Board”**shall mean theBoard of Directors of the Company.

**                           (b)         “Code”**shall mean theInternal Revenue Code of 1986, as amended.

**                           (c)         “Committee”**shall mean theCommittee appointed by the Board in accordance with paragraph (a) of Section 4of the Plan, or, if no Committee is appointed, then the Board.

**                           (d)        “Common Stock”** shall mean the Common Stock, $0.001 par value per share, of the Company.

**                           (e)        “Company”**shall mean IntraBiotics Pharmaceuticals, Inc., a Delaware corporation.

**                           (f)        “Consultant”**shall mean any person who is engaged by the Company or any Parent orSubsidiary to render consulting services, including serving on the Company’sScientific Advisory Board, and is compensated for such consulting services, andany director of the Company whether compensated for such services or not;provided that if and in the event the Company registers any class of any equitysecurity pursuant to Section 12 of the Exchange Act, the term Consultant shallthereafter not include directors who are not compensated for their services orare paid only a director’s fee by the Company.

**                           (g)        “Continuous Status as an Employee orConsultant” shall mean the absence of any interruption or termination of service asan Employee or Consultant. Continuous Status as an Employee or Consultant shallnot be considered interrupted in the case of sick leave, military leave or anyother leave of absence approved by the Board; provided that such leave is for aperiod of not more than 90 days or reemployment upon the expiration of suchleave is guaranteed by contract or statute.
**                           (h)        “DisinterestedPerson”**shall mean a director (i) who is not, during the one year prior toservice as an administrator of the Plan pursuant to Section 4(a), or duringsuch service, granted or awarded equity securities pursuant to the Plan or anyother plan of the Company or any of its affiliates except as permitted by Rule16b-3(c)(2)(i)(A)-(D) under the Exchange Act or (ii) who is otherwiseconsidered to be a “disinterested person” in accordance with Rule16b-3(c)(2)(i), or any other applicable rules, regulations or interpretation ofthe Securities Exchange Commission. Any such person shall otherwise comply withthe requirements of Rule 16b-3 under the Exchange Act.

**                           (i)         “Employee”**shall mean anyperson, including officers and directors, employed by the Company or any Parentor Subsidiary of the Company. The payment of a director’s fee by the Companyshall not be sufficient to constitute “employment” by the Company.

**                           (j)         “ExchangeAct”**shall mean the Securities Exchange Act of 1934, as amended.

**                           (k)        “IncentiveStock Option”**shall mean an Option intended to qualify as an incentive stock optionwithin the meaning of Section 422 of the Code.

**                           (l)         “NonstatutoryStock Option”**shall mean an Option not intended to qualify as an Incentive StockOption.

**                           (m)       “Option”**shall mean astock option granted pursuant to the Plan.

**                           (n)        “OptionedStock”**shall mean the Common Stock subject to an Option.

**                           (o)         “Optionee”**shall mean anEmployee or Consultant who receives an Option.

**                           (p)         “Parent”** shall mean a “parent corporation” whether now orhereafter existing, as defined in Section 425(e) of the Code.

**                           (q)         “Plan”**shall mean thisAmended and Restated 1995 Stock Option Plan.

**                           (r)         “Share”**shall mean ashare of the Common Stock, as adjusted in accordance with Section 11 of thePlan.

**                           (s)         “StockOption Agreements”**shall mean Stock Option Agreements and Amended and Restated Stock OptionAgreements as defined in Section 16 of the Plan.

**                           (t)         “Subsidiary” shall mean a “subsidiary corporation” whether now orhereafter existing, as defined in Section 425(f) of the Code.
**             3.          Stock Subject to the Plan****.**Subject to the provisions of Section 11 of the Plan,the maximum aggregate number of Shares which may be optioned and sold under thePlan is nine million forty-seven thousand one hundred eight (9,047,108) Shares.The Shares may be authorized, but unissued, or reacquired Common Stock.

             If an Option should expire orbecome unexercisable for any reason without having been exercised in full, theunpurchased Shares which were subject thereto shall, unless the Plan shall havebeen terminated, become available for future grant under the Plan.Notwithstanding any other provision of the Plan, Shares issued under the Planand later repurchased by the Company shall not become available for futuregrant or sale under the Plan.

**             4.          Administrationof the Plan****.**

**                           (a)         Procedure****.**The Plan shall be administered by the Board.

**                                        (i)        **The Board may appoint a Committee consisting of not less than two membersof the Board to administer the Plan on behalf of the Board, subject to suchterms and conditions as the Board may prescribe. Once appointed, the Committeeshall continue to serve until otherwise directed by the Board. Members of theBoard who are either eligible for Options or have been granted Options may voteon any matters affecting the administration of the Plan or the grant of anyOptions pursuant to the Plan, except that no such member shall act upon thegranting of an Option to himself, but any such member may be counted indetermining the existence of a quorum at any meeting of the Board during whichaction is taken with respect to the granting of Options to him.

**                                        (ii)       **Notwithstanding the foregoing subparagraph (i), if and in any event theCompany registers any class of any equity security pursuant to Section 12 ofthe Exchange Act, any grants of Options to officers or directors shall only bemade by the Board, if each member of the Board is a Disinterested Person;provided, however, if each member of the Board is not a Disinterested Person,then grants of Options to officers or directors shall only be made by aCommittee of two or more directors, each of whom is a Disinterested Person.

**                                        (iii)      **Subject to the foregoing subparagraphs (i) and (ii), from time to timethe Board may increase the size of the Committee and appoint additional membersthereof, remove members (with or without cause) and appoint new members insubstitution therefor, fill vacancies however caused, or remove all members ofthe Committee and thereafter directly administer the Plan.

**                           (b)         Powers of the Committee. Subject to the provisions of the Plan, the Committeeshall have the authority, in its discretion: (i) to grant Incentive StockOptions or Nonstatutory Stock Options; (ii) to determine, upon review ofrelevant information and in accordance with Section 8(b) of the Plan, the fairmarket value of the Common Stock; (iii) to determine the exercise price pershare of Options to be granted, which exercise price shall be determined inaccordance with Section 8(a) of the Plan; (iv) to determine the Employees orConsultants to whom, and the time or times at which, Options shall be grantedand the number of shares to be represented by each Option; (v) to interpret thePlan; (vi) to prescribe, amend and rescind rules and regulations relating tothe Plan; (vii) to determine the terms and provisions of each Option granted(which need not be identical) and, with the consent of the holder thereof,modify or amend each Option; (viii) to defer (with the consent of the Optionee)the exercise date of any Option, consistent with the provisions of Section 5 ofthe Plan; (ix) to authorize any person to execute on behalf of the Company anyinstrument required to effectuate the grant of an Option previously granted bythe Board; and (x) to make all other determinations deemed necessary oradvisable for the administration of the Plan.
**                           (c)        **Effect of Committee’s Decision. All decisions,determinations and interpretations of the Committee shall be final and bindingon all Optionees and any other holders of any Options granted under the Plan.

**             5.          Eligibility****.**

**                           (a)        **Nonstatutory Stock Options may be granted only toEmployees and Consultants. Incentive Stock Options may be granted only toEmployees. An Employee or Consultant who has been granted an Option may, if heis otherwise eligible, be granted an additional Option or Options.

**                           (b)        **When any Options designated as Incentive StockOptions become first available for purchase, and when the aggregate of allIncentive Stock Options granted to an Employee by the Company or any Parent orSubsidiary would result in Shares having an aggregate fair market value(determined for each Share as of the date of grant of the Option covering suchShare) in excess of $100,000, then upon exercise of one or more Incentive StockOptions during any calendar year, any Options in excess of such dollar amountshall be treated for all purposes as Nonstatutory Stock Options.

**                           (c)        **Section 5(b) of the Plan shall apply only to anIncentive Stock Option evidenced by an “Incentive Stock Option Agreement” whichsets forth the intention of the Company and the Optionee that such Option shallqualify as an Incentive Stock Option. Section 5(b) of the Plan shall not apply to any Option evidenced by a“Nonstatutory Stock Option Agreement” which sets forth the intention of theCompany and the Optionee that such Option shall be a Nonstatutory Stock Option.

**                           (d)        **The Plan shall not confer upon any Optionee anyright with respect to continuation of employment or consulting relationshipwith the Company, nor shall it interfere in any way with his right or theCompany’s right to terminate his employment or consulting relationship at anytime, with or without cause.

**             6.          Term of Plan****. **The Plan shall become effective upon the earlier tooccur of its adoption by the Board or its approval by the stockholders of theCompany as described in Section 17 of the Plan.  It shall continue in effect for a term of ten (10) years unlesssooner terminated under Section 13 of the Plan.  Termination of the Plan shall not affect the obligations of theCompany or the rights of Optionees pursuant to Options outstanding on the dateof termination.

**             7.          Term of Option****. **The term of each Incentive Stock Option shall be ten(10) years from the date of grant thereof or such shorter term as may beprovided in the Incentive Stock Option Agreement.  The term of each Nonstatutory Stock Option shall be ten (10)years from the date of grant thereof or such shorter term as may be provided inthe Nonstatutory Stock Option Agreement. However, in the case of an Incentive Stock Option granted to an Optioneewho, at the time the Option is granted, owns stock representing more than tenpercent (10%) of the voting power of all classes of stock of the Company or anyParent or Subsidiary, the term of the Option shall be five (5) years from thedate of grant thereof or such shorter term as may be provided in the IncentiveStock Option Agreement.

**             8.          ExercisePrice and Consideration****.**

**                           (a)        **The per Share exercise price for the Shares to beissued pursuant to exercise of an Option shall be such price as is determinedby the Committee, but’ shall be subject to the following:

**                                        (i)        **In the case of an Incentive Stock Option

**                                                     (A)       **granted to an Employee or Consultant who, at thetime of the grant of such Incentive Stock Option, owns stock representing morethan ten percent (10%) of the voting power of all classes of stock of theCompany or any Parent or Subsidiary, the per Share exercise price shall be noless than 110% of the fair market value per Share on the date of grant.

**                                                     (B)       **granted to an Employee or Consultant, the per Shareexercise price shall be no less than 100% of the fair market value per Share onthe date of grant.

**                                        (ii)       **In the case of a Nonstatutory Stock Option

**                                                     (A)       **granted to an Employee or Consultant who, at thetime of the 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 Parentor Subsidiary, the per Share exercise price shall be no less than 110% of thefair market value per Share on the date of the grant.

**                                                     (B)       **granted to an Employee or Consultant, the per Shareexercise price shall be no less than 85% of the fair market value per Share onthe date of grant.

**                           (b)         The fair market value shall be determined by theCommittee in its discretion; provided, however, that where there is a publicmarket for the Common Stock, the fair market value per Share shall be the meanof the bid and asked prices (or the closing price per share if the Common Stockis listed on the National Association of Securities Dealers Automated Quotation(“NASDAQ”) National Market System) of the Common Stock for the date of grant,as reported in the Wall Street Journal (or, if not so reported, as otherwisereported by the NASDAQ System) or, in the event the Common Stock is listed on astock exchange, the fair market value per Share shall be the closing price onsuch exchange on the date of grant of the Option, as reported in the WallStreet Journal.
**                           (c)        **The consideration to be paid for the Shares to beissued upon exercise of an Option, including the method of payment, shall bedetermined by the Committee and may consist entirely of cash, check or otherShares of Common Stock which (i) either have been owned by the Optionee formore than six (6) months on the date of surrender or were not acquired,directly or indirectly, from the Company, and (ii) have a fair market value onthe date of surrender equal to the aggregate exercise price of the Shares as towhich said Option shall be exercised, or any combination of such methods ofpayment.

**             9.          Exerciseof Option****.**

**                           (a)         Procedure for Exercise****. **Any Option granted hereunder shall be exercisable atsuch times and under such conditions as determined by the Board, includingperformance criteria with respect to the Company and/or the Optionee, and asshall be permissible under the terms of the Plan.

**                                        (i)         Stock OptionAgreement****. **Each grant of an Option under the Plan shall beevidenced by a Stock Option Agreement.

**                                        (ii)        Exercisability****. **The Stock Option Agreement shall specify the datewhen all or any installment of the Option is to become exercisable.  An Option shall become exercisable at therate of at least twenty percent (20%) per year over five (5) years from thedate the Option is granted; provided however, that an Option granted to anofficer, director or consultant (within the meaning of Section 260.140.41 ofTitle 10 of the California Code of Regulations) may become fully exercisable,subject to reasonable conditions such as continued employment, at any time orduring any period established by the Company. Subject to the preceding sentence, the vesting of any Option shall bedetermined by the Committees at its sole discretion.

**                                        (iii)       No Fractional Shares****. **An Option may not be exercised for a fraction of aShare.

**                                        (iv)        Exercise****. **An Option shall be deemed to be exercised whenwritten notice of such exercise has been given to the Company in accordancewith the terms of the Stock Option Agreement by the person entitled to exercisethe Option and full payment for the Shares with respect to which the Option isexercised has been received by the Company. Full payment may, as authorized by the Committee, consist ofconsideration and method of payment allowable under Section 8(c) of the Plan.

**                                        (v)         No Rights as aStockholder****. **Until the issuance (as evidenced by the appropriateentry on the books of the Company or of a duly authorized transfer agent of theCompany) of the stock certificate evidencing such Shares, no right to vote orreceive dividends or any other rights as a stockholder shall exist with respectto the Optioned Stock, notwithstanding the exercise of the Option.  The Company shall issue (or cause to beissued) such stock certificate promptly upon exercise of the Option.  No adjustment will be made for a dividend orother right for which the record date is prior to the date the stockcertificate is issued, except as provided in Section 11 of the Plan.

**                           (b)         Termination of Status as an Employee orConsultant****. **In the event of termination of an Optionee’sContinuous Status as an Employee or Consultant (as the case may be), suchOptionee may, at any time within thirty (30) days or such longer period oftime, not exceeding three (3) months in the case of an Incentive Stock Optionor six (6) months in the case of a Nonstatutory Stock Option as determined bythe Board (with such determination in the case of a Incentive Stock Optionbeing made at the time of grant of the Option), after the date of suchtermination (but in no event later than the date of expiration of the term ofsuch Option as set forth in the Stock Option Agreement), exercise his Option tothe extent that he was entitled to exercise it at the date of suchtermination.  To the extent that he wasnot entitled to exercise the Option at the date of such termination, or if hedoes not exercise such Option (which he was entitled to exercise) within thetime specified herein, the Option shall terminate.

**                           (c)         Disability of Optionee****. **Notwithstanding the provisions of Section 9(b)above, in the event of termination of an Optionee’s Continuous Status as anEmployee or Consultant as a result of his disability, he may, at any timewithin six (6) months or such longer period of time, not exceeding twelve (12)months as determined by the Board (with such determination in the case of anIncentive Stock Option being made at the time of grant of the Option), from thedate of such termination (but in no event later than the date of expiration ofthe term of such Option as set forth in the Stock Option Agreement), exercisehis Option to the extent he was entitled to exercise it at the date of suchtermination.  To the extent that he wasnot entitled to exercise the Option at the date of termination, or if he doesnot exercise such Option’ (which he was entitled to exercise) within the timespecified herein, the Option shall terminate.

**                           (d)         Death of Optionee****. **In the event of the death of an Optionee:

**                                        (i)        **during the term of an Option held by an Optionee who was, at the time ofhis death, an Employee or Consultant of the Company and who shall have been inContinuous Status as an Employee or Consultant since the date of grant of theOption, the Option may be exercised, at any time within six (6) monthsfollowing the date of death (but in no event later than the date of expirationof the term of such Option as set forth in the Stock Option Agreement), by theOptionee’s estate or by a person who acquired the right to exercise the Optionby bequest or inheritance, but only to the extent of the right to exercise thatwould have accrued had the Optionee continued living and remained in ContinuousStatus as an Employee or Consultant six (6) months after the date of death, subjectto the limitation set forth in Section 5(b); or

**                                        (ii)        within thirty (30) days or such other period oftime, not exceeding three (3) months as determined by the Board (with suchdetermination in the case of an Incentive Stock Option being made at the timeof grant of the Option), after the termination of Continuous Status as anEmployee or Consultant, the Option may be exercised, at any time within six (6)months following the date of death (but in no event later than the date ofexpiration of the term of such Option as set forth in the Stock OptionAgreement), by the Optionee’s estate or by a person who acquired the right toexercise that had accrued at the date of termination.
**             10.        Non-Transferability of Options****. **The Option may not be sold, pledged, assigned,hypothecated, transferred or disposed of in any manner other than by will or bythe laws of descent or distribution and may be exercised, during the lifetimeof the Optionee, only by the Optionee.

**             11.        Adjustments Upon Changes in Capitalizationor Merger****. **Subject to any required action by the stockholdersof the Company, the number of shares of Common Stock covered by eachoutstanding Option, and the number of shares of Common Stock which have beenauthorized for issuance under the Plan but as to which no Options have yet beengranted or which have been returned to the Plan upon cancellation or expirationof an Option, as well as the price per share of Common Stock covered by eachsuch outstanding Option, shall be proportionately adjusted for any increase ordecrease in the number of issued shares of Common Stock resulting from a stocksplit, reverse stock split, stock dividend, combination or reclassification ofthe Common Stock or similar transaction. Such adjustment shall be made by the Board, whose determination in thatrespect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption.

             In the event of the proposeddissolution or liquidation of the Company, the Board shall notify the Optioneeat least fifteen (15) days prior to such proposed action.  To the extent it has not been previouslyexercised, the Option will terminate immediately prior to the consummation ofsuch proposed action.  In the event of amerger of the Company with or into another corporation in which the Company isnot the surviving corporation or upon the sale of substantially all of theproperty of the Company to another corporation or person, the survivingcorporation may assume any Options outstanding under the Plan or an equivalentoption may be substituted’ by such successor employer corporation or a parentor subsidiary of such successor corporation, if such successor corporationagrees to assume the Options or to substitute an equivalent option.

             Notwithstanding the vestingschedules set forth in Options outstanding under the Plan, in the event of amerger or sale of the Company described above, (i) Options held by persons whoare then Employees but not officers of the Company shall become vested as toone-half (1/2) of the then unvested shares subject to such Options as of theeffective date of the change in control; (ii) Options held by any person who isan Employee and who holds the title of vice president or higher shall becomefully vested in the event that such person’s service with the Company isinvoluntarily terminated without Cause (as defined below) or voluntarilyterminated for Good Reason (as defined below), in either case within thirteen(13) months following the change in control; and (iii) Options held by personswho are then members of the Board of Directors of the Company but who are notEmployees shall become fully vested and immediately exercisable as of theeffective date of the change in control.

             For purposes of this option,“Cause” means that, in the reasonable determination of the Company, theofficer:

**                           (i)        **has been indicted or convicted of any felony or anycrime involving dishonesty that is likely to inflict or has inflicteddemonstrable and material injury on the business of the Company;

**                           (ii)       **has participated in any fraud against the Company;or

**                           (iii)      **has intentionally damaged any property of theCompany thereby causing demonstrable and material injury to the business of theCompany;

*provided that*Cause shall not exist based on conduct described inclause (ii) or clause (iii) unless the conduct described in such clause has notbeen cured within fifteen (15) days following the officer’s receipt of writtennotice from the Company specifying the particulars of the conduct constitutingCause.

             For purposes of this option, “GoodReason” means that any of the following is undertaken without the officer’sexpress written consent:

**                           (i)        **the assignment to the officer of any duties orresponsibilities that results in a significant diminution in the officer’sfunction as in effect immediately prior to the effective date of the change incontrol; provided, however, that a mere change in the officer’s title orreporting relationships shall not constitute Good Reason;

**                           (ii)       **a material reduction by the Company in the officer’sannual base salary, as in effect on the effective date of the change in controlor as increased thereafter;

**                           (iii)      **any failure by the Company to continue in effect anybenefit plan or program, including fringe benefits, incentive plans and planswith respect to the receipt of securities of the Company, in which the officeris participating immediately prior to the effective date of the change incontrol (hereinafter referred to as “Benefit Plans”); or the taking of anyaction by the Company that would adversely affect the officer’s participationin or reduce the officer’s benefits under the Benefit Plans; provided, however,that “Good Reason” shall not exist under this paragraph following a change incontrol if the Company offers a range of benefit plans and programs that, takenas a whole, are comparable to the Benefit Plans; or

**                           (iv)        a relocation of the officer’s business office to alocation more than fifty (50) miles from the location at which the officerperforms duties as of the effective date of the change in control, except forrequired travel by the officer on the Company’s business to an extentsubstantially consistent with the officer’s business travel obligations priorto the change in control.
**             12.        Time of Granting Options****. **The date of grant of an Option shall, for allpurposes, be the date on which the Committee makes the determination grantingsuch Option.  Notice of thedetermination shall be given to each Employee or Consultant to whom an Optionis so granted within a reasonable time after the date of such grant.

**             13.        Amendment,Suspension and Termination of the Plan****.**

**                           (a)         Amendment and Termination****. **The Board may amend, suspend or terminate the Planat any time in such respects as the Board may deem advisable; provided that thefollowing revisions or amendments shall require approval of the stockholders ofthe Company in the manner described in Section 17 of the Plan:

**                                        (i)        **any increase in the number of Shares subject to the Plan, other than inconnection with an adjustment under Section 11 of the Plan;

**                                        (ii)       **any change in the designation of the class of persons eligible to begranted options; or

**                                        (iii)      **if the Company has a class of equity securities registered under Section12 of the Exchange Act at the time of such revision or amendment, any materialincrease in the benefits accruing to participants under the Plan.

**                           (b)         Stockholder Approval****. **If any amendment requiring stockholder approvalunder Section 13(a) of the Plan is made subsequent to the first registration ofany class of equity securities by the Company under Section 12 of the ExchangeAct, such stockholder approval shall be solicited as described in Section 17 ofthe Plan.

**                           (c)         Effect of Amendment, Suspension orTermination****.  **Any such amendment, suspension or termination of thePlan shall not affect Options already granted and such Options shall remain infull force and effect as if this Plan had not been amended, suspended orterminated, unless mutually agreed otherwise between the Optionee and theCommittee, which agreement must be in writing and signed by the Optionee andthe Company.

**             14.        Conditions Upon Issuance of Shares****. **Shares shall not be issued pursuant to the exerciseof an Option unless the exercise of such Option and the issuance and deliveryof such Shares pursuant thereto shall comply with all relevant provisions oflaw, including, without limitation, the Securities Act of 1933, as amended, theExchange Act, the rules and regulations promulgated thereunder, and therequirements of any stock exchange upon which the Shares may then be listed,and shall be further subject to the approval of counsel for the Company withrespect to such compliance.

             Any Shares issued uponexercise of an Option shall be subject to such rights of repurchase, rights offirst refusal and other transfer restrictions as the Committee maydetermine.  Such restrictions shall beset forth in the applicable Stock Option Agreement and shall apply in additionto any restrictions that may apply to holders of Shares generally.
             As a condition to the exercise ofan Option, the Company may require the person exercising such Option torepresent and warrant at the time of any such exercise that the Shares arebeing purchased only for investment and without any present intention to sellor distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required by any of the aforementioned relevant provisions oflaw.

**             15.        Reservation of Shares****. **The Company, during the term of this Plan, will atall times reserve and keep available such number of Shares as shall besufficient to satisfy the requirements of the Plan.

             The inability of the Company toobtain authority from any regulatory body having jurisdiction, which authorityis deemed by the Company’s counsel to be necessary to the lawful issuance andsale of any Shares hereunder, shall relieve the Company of any liability inrespect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.

**             16.        Stock Option Agreements****. **All Options shall be evidenced by written StockOption Agreements or Amended and Restated Stock Option Agreements in such formas the Committee shall approve.  Theprovisions of the various Stock Option Agreements need not be identified.

**             17.        StockholderApproval****.**

**                           (a)        **Continuance of the Plan shall be subject to approvalby the stockholders of the Company within twelve (12) months after the date thePlan is adopted.  Any Option exercisedbefore stockholder approval is obtained shall be rescinded if stockholderapproval is not obtained within twelve (12) months after the plan isadopted.  Such Shares shall not becounted in determining whether such approval is obtained.

**                           (b)        **If and in the event that the Company registers anyclass of equity securities pursuant to Section 12 of the Exchange Act, anyrequired approval of the stockholders of the Company obtained after suchregistration shall be solicited substantially in accordance with Section 14(a)of the Exchange Act and the rules and regulations promulgated thereunder.

**                           (c)        **If any required approval by the stockholders of thePlan itself or of any amendment thereto is solicited at any time otherwise thanas described in Section 17(b) hereof, then the Company shall, at or prior tothe first annual meeting of stockholders held subsequent to the later of (1)the first registration of any class of equity securities of the Company underSection 12 of the Exchange Act or (2) the granting of an Option hereunder to anofficer or director after such registration, do the following:

**                                        (i)         furnish in writing to the stockholders entitled tovote for the Plan substantially the same information which would be required(if proxies to be voted with respect to approval or disapproval of the Plan oramendment were then being solicited) by the rules and regulations in effectunder Section 14(a) of the Exchange Act at the time such information isfurnished; and
**                                        (ii)       **file with, or marl for filing to, the Securities and Exchange Commissionfour (4) copies of the written information referred to in subsection (i) hereofnot later than the date on which such information is first sent or given tostockholders.

**             18.        Information to Optionees****. **The Company shall provide to each Optionee, duringthe period for which such Optionee has one or more Options outstanding,financial statements at least annually and copies of all annual reports andother information which are provided to all stockholders of the Company.  The Company shall not be required to providesuch information if the issuance of Options under the Plan is limited to keyemployees whose duties in connection with the Company assure their access toequivalent information.

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