EXHIBIT 4.3

                 COMPETITIVE TECHNOLOGIES, INC.
                1997 EMPLOYEES' STOCK OPTION PLAN
                   As Amended January 24, 2003


1.   Purpose of the 1997 Employees' Stock Option Plan.

     The purpose of the Plan is to enable the Company to attract,
retain and motivate its employees by providing for or increasing
the proprietary interests of such employees in the Company
through increased stock ownership.

     The Plan provides for options which either (i) qualify as
incentive stock options ("Incentive Options") within the meaning
of that term in Section 422 of the Internal Revenue Code of 1986,
as amended, or (ii) do not so qualify under Section 422 of the
Code ("Nonstatutory Options") (collectively "Options").  Any
Option granted under this Plan will be clearly identified at the
time of grant as to whether it is intended to be either an
Incentive Option or a Nonstatutory Option.

2.   Definitions.

     The following terms, when appearing in the text of this Plan
in capitalized form, will have the meanings set out below:

     (a)  "Board" means the Board of Directors of the
          Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as
          heretofore or hereafter amended.

     (c)  "Committee" means the committee appointed by the
          Board pursuant to Section 3 below.

     (d)  "Company" means Competitive Technologies, Inc. or
          any parent or "subsidiary corporation," as that term is
          defined by Section 424(f) of the Code, thereof, unless
          the context requires it to be limited to Competitive
          Technologies, Inc.

     (e)  "Disabled Grantee" means a Grantee who is disabled
          within the meaning of Section 422(c)(6) of the Code.

     (f)  "Employees" means the class of employees
          consisting of individuals regularly employed by the
          Company on a full-time salaried basis who are
          identified as key employees, or such other employees as
          the Committee shall so determine.

     (g)  "Executive Officer" means those individuals who,
          on the last day of the taxable year at issue:  (i)
          served as the Company's chief executive officer or was
          acting in a similar capacity, regardless of
          compensation level; and (ii)  the four most highly
          compensated executive officers (other than the chief
          executive officer) all as determined pursuant to
          Treasury Regulation 1.162-27(c)(2).

     (h)  "Fair Market Value" means, with respect to the
          common stock of the Company, the price at which the
          stock would change hands between an informed, able and
          willing buyer and seller, neither of which is under a
          compulsion to enter into the transaction.  Fair Market
          Value will be determined in good faith by the Committee
          in accordance with a valuation method which is
          consistent with the guidelines set forth in Treasury
          Regulation 1.421-7 (e) (2) or any applicable
          regulations issued pursuant to Section 422(a) of the
          Code.  Fair Market Value will be determined without
          regard to any restriction other than a restriction
          which, by its terms, will never lapse.

     (i)  "Grantee" means an eligible Employee under this
          Plan who has been granted an Option.

     (j)  "Incentive Option" means an Option that qualifies
          for the benefit described in Section 421 of the Code,
          by virtue of compliance with the provisions of Section
          422 of the Code.

     (k)  "Nonstatutory Option" means an Option that is not
          an Incentive Option.

     (l)  "Option" means either an Incentive Option or a
          Nonstatutory Option granted under this Plan.

     (m)  "Option Agreement" means the agreement entered
          into between the Company and an individual Grantee and
          specifying the terms and conditions of the Option
          granted to the Grantee, which terms and conditions will
          recite or incorporate by reference:  (i) the provisions
          of this Plan which are not subject to variation; and
          (ii) the variable terms and conditions of each Option
          granted hereunder which will apply to that Grantee.

     (n)  "Optionee" means a Grantee, and, under the
          appropriate circumstances, his guardian,
          representative, heir, distributee, legatee or successor
          in interest, including any transferee.

     (o)  "Plan" means this 1997 Employees' Stock Option
          Plan, as the same may from time to time be amended.

     (p)  "Stock" means the Company's common stock.

3.   Administration of the Plan.

     (a)  Committee Membership.  The Plan shall be
          administered by a committee appointed by the Board, to
          be known as the Compensation Committee (the
          "Committee").  The Committee shall be not less than two
          members and comprised solely of Non-employee Directors,
          as defined by Rule 16b-3(b)(3)(i) of the Securities
          Exchange Act of 1934 ("1934 Act"), or any successor
          definition adopted by the Securities and Exchange
          Commission, and who shall each also qualify as an
          Outside Director for purposes of Section 162(m) of the
          Code.  Any vacancy occurring on the Committee may be
          filled by appointment by the Board.  The Board at its
          discretion may from time to time appoint members to the
          Committee in substitution of members previously
          appointed, may remove members of the Committee and may
          fill vacancies, however caused, in the Committee.

     (b)  Committee Procedures.  The Committee shall select
          one of its members as chairman and shall hold meetings
          at such times and places as it may determine.  A quorum
          of the Committee shall consist of a majority of its
          members, and the Committee may act by vote of a
          majority of its members present at a meeting at which
          there is a quorum, or without a meeting by written
          consent signed by all members of the Committee.  If any
          powers of the Committee hereunder are limited or denied
          by the Board or under applicable law, the same powers
          may be exercised by the Board.

     (c)  Committee Powers and Responsibilities.  The
          Committee will interpret the Plan, prescribe, amend and
          rescind any rules or regulations necessary or
          appropriate for the administration of the Plan, and
          make such other determinations and take such other
          actions it deems necessary or advisable, except as
          otherwise expressly reserved for the Board.  Subject to
          the limitations imposed by the Board or under
          applicable law and the terms of the Plan, the Committee
          may periodically determine which Employees should
          receive Options under the Plan, whether the options
          shall be Incentive Options or Nonstatutory Options, the
          number of shares covered by such Options, the per share
          purchase price for such shares, and the terms thereof,
          including but not limited to transferability of such
          Options, and shall have full power to grant such
          Options.  In making its determinations, the Committee
          shall consider, among other relevant factors, the
          importance of the duties of the Grantee to the Company,
          his or her experience with the Company, and his or her
          future value to the Company.  All decisions,
          interpretations and other actions of the Committee
          shall be final and binding on all Grantees, Optionees
          and all persons deriving their rights from a Grantee or
          Optionee.  No member of the Board or the Committee
          shall be liable for any action taken or failed to be
          taken in good faith or for any determination made
          pursuant to the Plan.

4.   Stock Subject to Plan.

     This Plan authorizes the Committee to grant Options to
Employees up to the aggregate amount of 1,025,000 shares of
Stock, subject to eligibility and any limitations specified
herein.  Adjustment in the shares subject to the Plan shall be
made as provided in Section 9.  Any shares covered by an Option
which, for any reason, expires, terminates or is canceled may be
reoptioned under the Plan.

5.   Eligibility

     (a)  General Rule. All Employees defined in Section
          2(f) shall be eligible.

     (b)  Ten Percent Stockholders.  An employee who owns
          more than ten percent (10%) of the total combined
          voting power of all classes of outstanding Stock shall
          not be eligible for designation as a Grantee of an
          Incentive Option unless (i) the exercise price for each
          share of Stock subject to such Incentive Option is at
          least one hundred ten percent (110%) of the Fair Market
          Value of a share of Stock on the date of grant, and
          (ii) such Incentive Option, by its terms, is not
          exercisable after the expiration of five (5) years from
          the date of grant.

     (c)  Attribution Rules.  For purposes of Subsection (b)
          above, in determining stock ownership, an Employee
          shall be deemed to own the Stock owned, directly or
          indirectly, by or for his brothers, sisters (whether by
          whole or half blood), spouse, ancestors and lineal
          descendants.  Stock owned, directly or indirectly, by
          or for a corporation, partnership, estate or trust
          shall be deemed to be owned proportionately by or for
          its stockholders, partners or beneficiaries.

     (d)  Outstanding Stock.  For purposes of Subsection (b)
          above, "Outstanding Stock" shall include all Stock actually
          issued and outstanding immediately after the grant.
          "Outstanding Stock" shall not include shares authorized for
          issuance under outstanding options held by the Employee or
          by any other person.

     (e)  Individual Limits of Executive Officers. Subject
          to the provisions of Section 9 hereof, the number of
          option shares granted in a fiscal year to any Executive
          Officer shall not exceed 300,000 shares for the first
          fiscal year during which such person becomes an
          Executive Officer and shall not exceed 100,000 shares
          for any subsequent fiscal year during which such person
          serves as an Executive Officer.

     (f)  Incentive Option Limitation.  The aggregate Fair
          Market Value of the stock for which Incentive Options
          granted to any one eligible Employee under this Plan
          and under all incentive stock option plans of the
          Company, its parent(s) and subsidiaries, may by their
          terms first become exercisable during any calendar year
          shall not exceed $100,000, determining Fair Market
          Value of the stock subject to any Option as of the time
          that Option is granted.  If the date on which one or
          more Incentive Options could be first exercised would
          be accelerated pursuant to any other provision of the
          Plan or any Stock Option Agreement referred to in
          Section 6(a), or an amendment thereto, and the
          acceleration of such exercise date would result in a
          violation of the restriction set forth in the preceding
          sentence, then notwithstanding any such other provision
          the exercise date of such Incentive Options shall be
          accelerated only to the extent, if any, that is
          permitted under Section 422 of the Code and the
          exercise date of the Incentive Options with the lowest
          option prices shall be accelerated first.  Any exercise
          date which cannot be accelerated without violating the
          $100,000 restriction of this section shall nevertheless
          be accelerated, and the portion of the Option becoming
          exercisable thereby shall be treated as a Nonstatutory
          Option.

6.   Terms and Conditions of All Options Under the Plan.

     (a)  Option Agreement.  All Options granted under the
          Plan shall be evidenced by a written Option Agreement
          and shall be subject to all applicable terms and
          conditions of the Plan and may be subject to any other
          terms and conditions which are not inconsistent with
          the Plan and which the Committee deems appropriate for
          inclusion in an Option Agreement.

     (b)  Number of Shares.  Each Option Agreement shall
          specify the number of shares of the Stock each such
          Employee will be entitled to purchase pursuant to the
          Option and shall provide for the adjustment of such
          number in accordance with Section 9.  Each Option
          Agreement shall state the minimum number of shares
          which must be exercised at any time, if any.

     (c)  Nature of Option.  Each Option Agreement shall
          specify the intended nature of the Option as an
          Incentive Option, a Nonstatutory Option or partly of
          each type.

     (d)  Exercise Price.  Each Option Agreement shall
          specify the exercise price.  The exercise price of
          either the Incentive Option or the Nonstatutory Option
          shall not be less than one hundred percent (100%) of
          the Fair Market Value of a share of Stock on the date
          of grant. Subject to the foregoing, the exercise price
          under any Option shall be determined by the Committee
          in its sole discretion.  The exercise price shall be
          payable in the form described in Section 7.

     (e)  Term of Option.  The Option Agreement shall
          specify the term of the Option.  The term of any Option
          granted under this Plan is subject to expiration,
          termination, and cancellation as set forth within this
          Plan.

     (f)  Exercisability.  Each Option Agreement shall
          specify the date when all or any installment of the
          Option is to become exercisable.  Such Option shall not
          be exercisable after the expiration of such term which
          shall be fixed by the Committee, but in any event not
          later than ten years from the date such Option is
          granted.  Subject to the provisions of the Plan, the
          Committee may grant Options which are vested, or which
          become vested upon the happening of an event or events
          as specified by the Committee.

     (g)  Withholding Taxes.  Upon exercise of any
          Nonstatutory Option (or any Incentive Option which is
          treated as a Nonstatutory Option because it fails to
          meet the requirements set forth in the Code for
          Incentive Options), the Optionee must tender full
          payment to the Company for any federal income tax
          withholding required under the Code in connection with
          such exercise ("Withholding Tax").  If the Optionee
          fails to tender to the Company the Withholding Tax, the
          Committee, at its discretion, shall withhold from the
          Optionee any and all shares subject to such Option, and
          accordingly, subject to Withholding Tax until such time
          as either of the following events has occurred:

          (i)  the Employee tenders to the Company
               payment in cash to pay the Withholding Tax; or

          (ii) the Company withholds from the
               Employee's wages an amount sufficient to pay the
               Withholding Tax.

     (h)  Termination and Acceleration of Option.

          For Incentive Options:

          (i)  If the employment of a Grantee who is
               not a Disabled Grantee is terminated without
               cause, or such Grantee voluntarily quits or
               retires under any retirement plan of the Company,
               any then outstanding and exercisable stock option
               held by such a Grantee shall be exercisable, in
               accordance with the provisions of the Option
               Agreement, by such Grantee at any time prior to
               the expiration date of such Option or within three
               months after the date of termination of employment
               or service, whichever is the shorter period.

          (ii) If the employment of a Grantee who is a
               Disabled Grantee is terminated without cause, any
               then outstanding and exercisable Option held by
               such a Grantee shall be exercisable, in accordance
               with the provisions of the Option Agreement, by
               such a Grantee at any time prior to the expiration
               date of such Option or within one year after the
               date of such termination of employment or service,
               whichever is the shorter period.

          For all Options issued hereunder:

          (i)  If the Company terminates the employment
               of a Grantee for cause, all outstanding stock
               options held by the Grantee at the time of such
               termination shall automatically terminate unless
               the Committee notifies the Grantee that his or her
               options will not terminate.  A termination "for
               cause" shall be defined under each written Option
               Agreement.  The Company assumes no responsibility
               and is under no obligation to notify a Permitted
               Transferee (as hereafter defined in section 13) of
               early termination of an Option on account of a
               Grantee's termination of employment.

          (ii) Whether termination of employment or
               other service is a termination "for cause" or
               whether a Grantee is a Disabled Grantee shall be
               determined in each case, in its discretion, by the
               Committee and any such determination by the
               Committee shall be final and binding.

         (iii) Following the death of a Grantee during
               employment, any outstanding and exercisable
               Options held by such Grantee at the time of death
               shall be exercisable, in accordance with the
               provisions of the Option Agreement, by the person
               or persons entitled to do so under the Will of the
               Grantee, or, if the Grantee shall fail to make
               testamentary disposition of the stock option or
               shall die intestate, by the legal representative
               of the Grantee at any time prior to the expiration
               date of such Option or within one year after the
               date of death, whichever is the shorter period.

          (iv) The Committee may grant Options, or
               amend Options previously granted, to provide that
               such Options continue to be exercisable up to ten
               years after the date of grant irrespective of the
               termination of the Grantee's employment with the
               Company, and which vest upon grant or become
               vested upon the happening of an event or events
               specified by the Committee, although the exercise
               of such vested Options in the case of Incentive
               Options more than three months after termination
               of employment may convert such Options to
               Nonstatutory Options with respect to the income
               tax consequences of such exercise.

7.   Payment for Shares

     (a)  Cash.  Payment in full for shares purchased under
          an Option shall be made in cash (including check, bank
          draft or money order) at the time that the Option is
          exercised.

     (b)  Stock.  In lieu of cash an Optionee may, with the
          consent of the Committee, make payment for Stock
          purchased under an Option, in whole or in part, by
          tendering to the Company in good form for transfer,
          shares of Stock valued at Fair Market Value on the date
          the Option is exercised.  Such shares will have been
          owned by the Optionee or the Optionee's representative
          for the time specified by the Committee but in no case
          shall the Optionee or his representative have held a
          beneficial interest in such tendered shares for a
          period less than six months prior to the exercise of
          the Option.

8.   Use of Proceeds from Stock.

     Cash proceeds from the sale of Stock pursuant to Options
granted under the Plan shall constitute general funds of the
Company.

9.   Adjustments.

     Changes or adjustments in the Option price, number of shares
subject to an Option or other specifics as the Committee should
decide will be considered or made pursuant to the following
rules:

     (a)  Upon Changes in Stock.  If the outstanding Stock
          is increased or decreased, or is changed into or
          exchanged for a different number or kinds of shares or
          securities, as a result of one or more reorganizations,
          recapitalization, stock splits, reverse stock splits,
          split-up, combination of shares, exchange of shares,
          change in corporate structure, or otherwise,
          appropriate adjustments will be made in the exercise
          price and/ or the number and/or kind of shares or
          securities for which Options may thereafter be granted
          under this Plan and for which Options then outstanding
          under this Plan may thereafter be exercised.  The
          Committee will make such adjustments as it may deem
          fair, just and equitable to prevent substantial
          dilution or enlargement of the rights granted to or
          available for Optionees.  No adjustment provided for in
          this Section 9 will require the Company to issue or
          sell a fraction of a share or other security.  Nothing
          in this Section will be construed to require the
          Company to make any specific or formula adjustment.

     (b)  Prohibited Adjustment.  If any such adjustment
          provided for in this Section 9 requires the approval of
          stockholders in order to enable the Company to grant or
          amend Options, then no such adjustment will be made
          without the required stockholder approval.
          Notwithstanding the foregoing, if the effect of any
          such adjustment would be to cause an Incentive Option
          to fail to continue to qualify under Section 422 of the
          Code or to cause a modification, extension or renewal
          of such stock option within the meaning described in
          Section 424 of the Code, the Committee may elect that
          such adjustment not be made but rather shall use
          reasonable efforts to effect such other adjustment of
          each then outstanding Option as the Committee, in its
          sole discretion, shall deem equitable and which will
          not result in any disqualification, modification,
          extension or renewal (within the meaning of Section 424
          of the Code) of such Incentive Option.

     (c)  Further Limitations.  Nothing in this Section will
          entitle the Optionee to adjustment of his Option in the
          following circumstances:

          (i)  The issuance or sale of additional
               shares of the Stock, through public offering or
               otherwise;

          (ii) The issuance or authorization of an
               additional class of capital stock of the Company;

         (iii) The conversion of convertible preferred
               stock or debt of the Company into Stock; and

          (iv) The payment of dividends except as
               provided in Section 9 (a).

The grant of an Option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure,
to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.

10.  Legal Requirements:

    (a)   Compliance with All Laws.  The Company will not
          be required to issue or deliver any certificates for
          shares of Stock prior to (a) the listing of any such
          Stock to be acquired pursuant to the exercise of any
          Option on any stock exchange on which the Stock may
          then be listed, and (b) the compliance with any
          registration requirements or qualification of such
          shares under any federal securities laws, including
          without limitation the Securities Act of 1933, as
          amended ("1933 Act"), the rules and regulations
          promulgated thereunder, or state securities laws and
          regulations, the regulations of any stock exchange or
          interdealer quotation system on which the Company's
          securities may then be listed, or obtaining any ruling
          or waiver from any government body which the Company
          may, in its sole discretion, determine to be necessary
          or advisable, or which, in the opinion of counsel to
          the Company, is otherwise required.

    (b)   Compliance with Specific Code Provisions.  It is
          the intent of the Company that the Plan and its
          administration conform strictly to the requirements of
          Section 422 of the Code with respect to Incentive
          Options.  Therefore, notwithstanding any other
          provision of this Plan, nothing herein will contravene
          any requirement set forth in Section 422 of the Code
          with respect to Incentive Options and if inconsistent
          provisions are otherwise found herein, they will be
          deemed void and unenforceable or automatically amended
          to conform, as the case may be.

    (c)   Plan Subject to Delaware Law.  All questions
          arising with respect to the provisions of the Plan will
          be determined by application of the Code and the laws
          of the state of Delaware except to the extent that
          Delaware laws are preempted by any federal law.

11.  Rights as a Stockholder.

     An Optionee shall have no rights as a stockholder with
respect to any Stock covered by his Option until the date of
issuance of the stock certificate to him after receipt of the
consideration in full set forth in the Option Agreement.  Except
as provided in Section 9 hereof, no adjustments will be made for
dividends, whether ordinary or extraordinary, whether in cash,
securities, or other property, or for distributions for which the
record date is prior to the date on which the Option is
exercised.

12.  Restrictions on Shares.

     Prior to the issuance or delivery of any shares of the Stock
under the Plan, the person exercising the Option may be required
to:

    (a)   represent and warrant that the shares of the
          Stock to be acquired upon exercise of the Option are
          being acquired for investment for the account of such
          person and not with a view to resale or other
          distribution thereof;

    (b)   represent and warrant that such person will not,
          directly or indirectly, sell, transfer, assign, pledge,
          hypothecate or otherwise dispose of any such shares
          unless the sale, transfer, assignment, pledge,
          hypothecation or other disposition of the shares is
          pursuant to the provisions of this Plan and effective
          registrations under the 1933 Act and any applicable
          state or foreign securities laws or pursuant to
          appropriate exemptions from any such registrations; and

    (c)   execute such further documents as may reasonably
          be required by the Committee upon exercise of the
          Option or any part thereof, including but not limited
          to any stock restriction agreement that the Committee
          may choose to require.

     Nothing in this Plan shall assure any Optionee that shares
issuable under this Option are registered on a Form S-8 under the
1933 Act or on any other Form.  The certificate or certificates
representing the shares of the Stock to be issued or delivered
upon exercise of an Option may bear a legend evidencing the
foregoing and other legends required by any applicable securities
laws.  Furthermore, nothing herein or any Option granted
hereunder will require the Company to issue any Stock upon
exercise of any Option if the issuance would, in the opinion of
counsel for the Company, constitute a violation of the 1933 Act,
applicable state securities laws, or any other applicable rule or
regulation then in effect.  The Company shall have no liability
for failure to issue shares upon any exercise of Options because
of a delay pending the meeting of any such requirements.

13.  Transferability.

     The Committee shall retain the authority and discretion to
permit a Nonstatutory Option, but in no case an Incentive Option,
to be transferable as long as such transfers are made only to one
or more of the following: family members, limited to children of
Grantee, spouse of Grantee, or grandchildren of Grantee, or
trusts for the benefit of Grantee and/or such family members
("Permitted Transferee"), provided that such transfer is a bona
fide gift and accordingly, the Grantee receives no consideration
for the transfer, and that the Options transferred continue to be
subject to the same terms and conditions that were applicable to
the Options immediately prior to the transfer.  Options are also
subject to transfer by will or the laws of descent and
distribution.  Options granted pursuant to this Plan shall not be
otherwise transferred, assigned, pledged, hypothecated or
disposed of in any way, whether by operation of law or otherwise.
A Permitted Transferee may not subsequently transfer an Option.
The designation of a beneficiary shall not constitute a transfer.

14.  No Right to Continued Employment.

     This Plan and any Option granted under this Plan will not
confer upon any Optionee any right with respect to continued
employment by the Company nor shall they alter, modify, limit or
interfere with any right or privilege of the Company under any
employment agreement heretofore or hereafter executed with any
Optionee, including the right to terminate any Optionee's
employment at any time for or without cause, to change his level
of compensation or to change his responsibilities or position.

15.  Corporate Reorganizations.

     Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company as a
result of which the outstanding securities of the class then
subject to Options hereunder are changed into or exchanged for
cash or property or securities not of the Company's issue, or
upon a sale of substantially all the property of the Company to,
or the acquisition of stock representing more than eighty percent
(80%) of the voting power of the stock of the Company then
outstanding by another corporation or person, the Plan will
terminate and all Options will lapse.  The result described above
will not occur if provision is made in writing in connection with
such transaction for the continuance of the Plan and/or for the
assumption of Options earlier granted, or the substitution for
such Options of options covering the stock of a successor
employer corporation, or a parent or a subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and
prices, in which event the Plan and Options theretofore granted
will continue in the manner and under the terms so provided.  If
the Plan and unexercised Options shall terminate pursuant to the
foregoing, all persons holding any unexercised portions of
Options then outstanding shall have the right, at such time prior
to the consummation of the transaction causing the termination as
the Company shall designate, to exercise the unexercised portions
of their options, including the portions thereof which would but
for this Section 15 not yet be exercisable.

16.  Modification, Extension and Renewal.

    (a)   Options.  Subject to the conditions of and within
          the limitations prescribed in the Plan herein, the
          Committee may modify, extend, cancel or renew
          outstanding Options.  Notwithstanding the foregoing, no
          modification will, without the prior written consent of
          the Optionee, alter, impair or waive any rights or
          obligations associated with any Option earlier granted
          under the Plan.

    (b)   Plan.  The Board may at any time and from time to
          time interpret, amend or discontinue the Plan, subject
          to the limitation, however, that, except as provided in
          Section 9 (relating to adjustments upon changes in
          stock), no amendment shall be made, except upon
          stockholder approval, which will:

          (1)   Increase the number of shares reserved
                for Options under the Plan; or
          (2)   Reduce the Option price below 100% of
                Fair Market Value at the time an Option is
                granted; or
          (3)   Change the requirements for
                eligibility for participation under the Plan.

17.  Plan Date and Duration.

     The Plan shall take effect on the date it is adopted by the
Board subject to approval by the stockholders.  Options may not
be granted under this Plan after September 30, 2007.