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                                                                    EXHIBIT 10.1


                         ENERGY BIOSYSTEMS CORPORATION

                             1997 STOCK OPTION PLAN



      1.  Purposes of the Plan.  The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business.  Options granted under this Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonqualified stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.  No incentive Stock Options may be granted
under this Plan unless this Plan has been approved by the stockholders of the
Company.

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

      (a) "Administrator" means the Board or any of its Committees, as
applicable, that is administering the Plan pursuant to Section 4 of the Plan.

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

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

      (d) "Committee" means the Committee appointed by the Board of Directors in
accordance with paragraph (a) of Section 4 of the Plan.

      (e) "Company" means Energy BioSystems Corporation, a Delaware corporation.

      (f) "Consultant" means any consultant or advisor to the Company or any
Parent or Subsidiary.

      (g)  "Continuous Status as an Employee" means the absence of any
interruption or termination of the employment relationship by the Company or any
Subsidiary.  Continuous Status as an Employee shall not be considered
interrupted in the case of:  (i) any leave of absence approved by the Board,
including sick leave, military leave, or any other personal leave; provided,
however, that for purposes of Incentive Stock Options, such leave is for a
period of not more that   ninety (90) days, unless reemployment upon expiration
of such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (ii) in the case of
transfers between locations of the Company or between the Company, its
Subsidiaries or its successor.

      (h) "Employee" means any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
                                
      (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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              (i) If the Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
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 systems or
exchange or the exchange with the greatest volume of trading in Stock for the
last market trading day prior to the time of determination) as reported in the
Wall Street Journal or such other source as the Administrator deems reliable;

              (ii)  If the Stock is quoted on The Nasdaq Stock Market (but not
on The Nasdaq National Market) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the high and low asked prices for the Stock; or

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

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

      (l) "Nonqualified Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

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

      (n) "Optioned Stock" means the Stock subject to an Option.

      (o) "Optionee" means an Employee or Consultant who receives an Option.

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

      (q) "Plan" means this 1997 Stock Option Plan.

      (R)  "Share" means a share of the Stock, as adjusted in accordance with
Section 12 of the Plan.

      (s) "Stock" means the Common Stock, par value $.01 per share of the
Company.

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

    3.  Stock Subject to the Plan.  Subject to the provisions of Section 12 of
the Plan, the maximum number of shares of Stock which may be optioned and sold
under the Plan is 100,000 shares.  The shares may be authorized, but unissued,
or reacquired Stock.

    If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.

    4.  Administration of the Plan.

       (a)  Procedure.

            (i) Administration With Respect to Directors and Officers. With
respect to grants of Options to Employees who are also officers or directors of
the Company, the Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board to administer the Plan, which

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Committee shall be constituted in such a manner as to permit the Plan to comply
with Rule 16b-3 promulgated under the Exchange Act or any successor thereto
("Rule 16b-3") with respect to a plan intended to qualify thereunder as a
discretionary plan. Once appointed, such Committee shall continue to serve in
its designated capacity until otherwise directed by the Board. From time to time
the Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members of
the Committee and thereafter directly administer the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan. Notwithstanding the foregoing, the Plan shall not be
administered by the Board if (a) the Company and its officers and directors are
then subject to the requirements of Section 16 of the Exchange Act and (b) the
Board's administration of the Plan would prevent the Plan from Complying with
Rule 16b-3.

         (ii)  Multiple Administrative Bodies.  If permitted by Rule 16b-3, the
Plan may be   administered by different bodies with respect to directors, non-
director officers and Employees who are neither directors nor officers.

        (iii)  Administration With Respect to Consultants and Other Employees.
With  respect to grants of Options to Employees or Consultants who are neither
directors nor officers of the Company, the Plan shall be administered by (A) the
Board or (B) a Committee designated by the Board, which Committee shall be
constituted in such a manner as to satisfy the legal requirements relating to
the administration of incentive stock option plans, if any, of corporate and
securities laws applicable to the Company and of the Code (the "Applicable
Laws").  Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.  From time to time
the Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution thereof, fill vacancies, however caused, and remove all members of
the Committee and thereafter directly administer the Plan, all to the extent
permitted by the   Applicable Laws.

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

        (i) to determine the Fair Market Value of the Stock, in accordance with
Section 2(j) of the Plan;

       (ii) to select the officers, Consultants and Employees to whom Options
may from time to time be granted hereunder;
 
      (iii)  to determine whether and to what extent Options are granted
hereunder;

       (iv) to determine the number of shares of Stock to be covered by each
such award granted hereunder;

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

       (vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not limited
to, the per share exercise price for the Shares to be issued pursuant to the
exercise of an Option and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Option or other
award and/or the shares of Stock relating thereto, based in each case on such
factors as the Administrator shall determine, in its sole discretion);

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         (vii) to determine whether and under what circumstances an Option may
be bought-out for cash under subsection 9(f);

         (viii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award under
this Plan shall be deferred wither automatically or at the election of the
participant (including providing for and determining the amount, if any, of any
deemed earnings on any deferred amount during the deferral period); and

          (ix) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Stock covered by such Option
shall have declined since the date the Option was granted.

      (c)  Effect of Committee's Decision.  All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.  Neither the Board, the Committee nor any
member thereof shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith,
and the members of the Board and of the Committee shall be entitled to
indemnification and reimbursement by the Company in   respect of any claim,
loss, damage or expense (including counsel fees) arising therefrom to the full
extent   permitted by law.

  5.  Eligibility.

      (a) Nonqualified Stock Options may be granted to Employees and
Consultants.  Incentive Stock Options may be granted only to Employees.  An
Employee or Consultant who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.

      (b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonqualified Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonqualified Stock Options.

      (c) For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they are granted, and the Fair Market Value
of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.

      (d)  The Plan shall not confer upon any Optionee any right with respect to
continuation of   employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the otherwise agreed in writing
by the Company and such Optionee.

      (e) The maximum number of shares subject to Options which may be issued to
any Optionee under the Plan during any period of three consecutive years is
100,000 shares.

  6.  Term of Plan.  The Plan shall become effective upon its adoption by
the Board of Directors.  It shall continue in effect until January 14, 2007,
unless extended by the Board or sooner terminated under   Section 14 of the
Plan.  No grants of Options will be made pursuant to the Plan after January 14,
2007.

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

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of stock of the Company or any Parent or Subsidiary, the term of the Option
shall be five (5) years from the date of grant thereof or such shorter term as
may be provided in the Option Agreement.


      8.  Option Exercise Price and Consideration.

          (a) The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the
Administrator, provided that, in the case of an Incentive Stock Option:

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

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

          (b) The consideration to be paid for the Share to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other shares of the Company's capital stock
which (x) in the case of shares of the Company's capital stock acquired upon
exercise of an Option wither have been owned by the Optionee for more than six
months on the date of surrender or were not acquired, directly or indirectly,
from the Company, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, (5) authorization for the Company to retain from the total
number of Shares as to which said Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price, (7) any combination of the foregoing methods
of payment, or (8) such other consideration and method of payment for the
issuance of Shares to the extent permitted under Applicable Laws.
 
      9.  Exercise of Option.

          (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permitted under the terms of
the Plan. An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised, and the Optionee deemed to
be a stockholder of the Shares being purchased upon exercise, when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Board, consist
of any consideration and method of payment allowable under Section 8(b) of the
Plan.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercise.

          (b) Termination of Employment.  In the event of termination of an
Optionee's relationship as a Consultant (unless such termination is for purposes
of becoming an Employee of the Company) or Continuous Status as an Employee with
the Company (as the case may be), such Optionee

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may, but only within ninety (90) days (or such other period of time as is
determined by the Board, with such determination in the case of an Incentive
Stock Option being made at the time of grant of the Option and not exceeding
ninety (90) days) after the date of such termination (but in no event later that
the expiration date of the term of such Option as set forth in the Option
Agreement ), exercise his Option to the extent that Optionee was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
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 relationship as a
Consultant or Continuous Status as an Employee as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may,
but only within twelve (12) months from the date of such termination (but in no
event later than the   expiration date of the term of such Option as set forth
in the Option Agreement), exercise the Option to the extent otherwise entitled
to exercise it at the date of such termination.  To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option to the extent so entitled with the time specified
herein, the Option shall terminate.

      (d) Death of Optionee.  In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent the Optionee was entitled to exercise the Option at the
date of death.  To the extent that Optionee was not entitled to exercise the
Option at the date of termination, or if the Optionee's estate (or such other
person who acquired the right to exercise the Option) does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate.

      (e) Rule 16b-3.  Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transaction.

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

  10.  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 by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

  11.  Stock Withholding to Satisfy Tax Obligations.  At the discretion of
the Administrator, Optionees may satisfy withholding obligations as provided in
this paragraph.  When an a Optionee incurs tax liability in connection with an
Option, which tax liability is subject to tax withholding under applicable tax
laws, and the Optionee is obligated to pay the Company an amount required to be
withheld under applicable tax laws, the Optionee may satisfy the withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
upon exercise of the Option, that number of Shares having a Fair Market Value
equal to the amount required to be withheld.  The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined (the "Tax Date").

  All elections by an Optionee to have Shares withheld for this purpose
shall be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions:

      (a) the election must be made on or prior to the applicable Tax Date;

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         (b) once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made;

         (c) all elections shall be subject to the consent or disapproval of the
Administrator; and

         (d) if the Optionee is subject to Rule 16b-3, the election must comply
with the applicable provisions of Rule 16b-3 and shall be subject to such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

      In the event the election to have Shares withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under Section 83(b) of the Code, the Optionee shall receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall be unconditionally obligated to tender back to the Company the proper
number of Shares on the Tax Date.

      12.  Changes in the Company's Capital Structure.  The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

      If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number,
class, and per share price of shares of Stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to entitle an
Optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had he exercised his Option in full immediately prior to the event
requiring the adjustment; and (b) the number and class of shares of Stock then
reserved for issuance under the Plan shall be adjusted by substituting for the
total number and class of shares of Stock then reserved that number and class of
shares of Stock that would have been received by the owner of an equal number of
outstanding shares of each class of Stock as the result of the event requiring
adjustment.

      If the Company shall be a party to a merger or similar reorganization
after which the Company is not the surviving corporation, or if there is a sale
of all or substantially all the Common Stock or a sale of all or substantially
all of the assets of the Company, or if the Company is to be liquidated or
dissolved (any of which events shall constitute a ("Significant Transaction"),
then, subject to the provisions hereof, the Administrator, in its discretion,
may accelerate the vesting of all outstanding Options or take such other action
with respect to outstanding Options as it deems appropriate, including, without
limitation, canceling such Options and paying the Optionees an amount equal to
the value of such Options, as determined by the Board.

      Notwithstanding the foregoing, if a Significant Transaction shall occur in
connection with or following a Change in Control (as defined below), in
connection with which Significant Transaction the holder of any Option is not
fully vested shall not receive, in respect of such Options, a substitute award
of stock options containing  substantially similar terms to and having an equal
or greater fair market value than such Option, then the Administrator shall
either (i) accelerate the vesting of such Option within a reasonable time prior
to the completion of such Significant Transaction on the same basis as holders
of Stock, subject to such holder's exercise of such Option) or (ii) cancel such
Option in consideration of the payment to the holder thereof of an amount (in
cash) equal to the fair market value of such Option.  For

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purposes of the foregoing, the fair market value attributable to Options shall
be determined by the Administrator either, at its election, (x) in accordance
with the Black-Scholes method (for purposes of which volatility shall be
measured over the preceding one year period and the risk-free interest rate
shall be the rate of U.S. treasury bills with a maturity corresponding to the
remaining term of such Option) or (y) to be an amount equal to the fair market
value of the Stock subject to such Option less the exercise price thereof and
(iii) the fair market value of (A) any Option shall be determined as of the
date, wither of the Change in Control or of the Significant Transaction, that
results in the greater fair market value of such Options, and (B) any substitute
award shall be determined as of the date of the Significant Transaction. A
"Change in Control" shall be deemed to occur if:

          (i)  any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall
become (directly or indirectly) the beneficial owner (within the meaning of Rule
13d-3 promulgated under such Act) of more than 50% of the combined voting
power of the then outstanding voting securities of EBC entitled to vote
generally in the election of directors ("Voting Power"); or

          (ii) EBC's stockholders shall approve a merger or consolidation, sale
or disposition of all or substantially all of EBC's assets or a plan of
liquidation of dissolution of EBC, other than (A) a merger or consolidation in
which the voting securities of EBC outstanding immediately prior thereto will
become (by operation of law), or are to be converted into voting securities of
the surviving corporation or its parent corporation that, immediately after such
merger or consolidation, (x) are owned by the same person or entity or persons
or entities that owned the voting securities of EBC immediately prior thereto
and (y) possess at least 75% of the Voting Power held by the voting securities
of the surviving corporation or its parent corporation, or (B) a merger or
consolidation effected to implement a recapitalization of EBC (or similar
transaction) in which no person acquires more than 50% of the Voting Power.

      Except as expressly provided herein, the issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services wither upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number, class, or price of shares of Stock then subject to
outstanding Options.

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

      14.  Amendment and Termination of the Plan.

           (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other applicable law or regulation,
including the applicable requirements of The Nasdaq Stock Market or an
established stock exchange), the Company shall obtain stockholder approval of
any Plan amendment in such manner and to such a degree as required.

           (b)  Effect of Amendment or Termination.  Any such amendment or
termination of the Plan   shall not affect Options already granted and such
Options shall remain is full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

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      15.  Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange which the Shares may be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

      As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any aforementioned
relevant provision of law.

      16.  Reservation of Shares.  The Company, during the term of this Plan,
will at times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

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

      17.  Agreements.  Options shall be evidenced by written agreements
("Option Agreement") in such form as the applicable Administrator shall approve
from time to time.

      18.  Information to Optionees.  The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, copies of all annual reports and other information which are
generally provided to all stockholders of the Company.  The Company shall not be
required to provide such information to persons whose duties in connection with
the Company assure their access to equivalent information.

      19.  Governing Law; Construction.  All rights and obligations under the
Plan shall be governed by, and the Plan shall be construed in accordance with,
the laws of the State of Delaware without regard to the principles of conflicts
of laws.  Titles and headings to Sections herein are for the purpose of
reference only, and shall in no way limit, define or otherwise affect the
meaning or interpretation of any provisions of the Plan.

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