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                                                                    EXHIBIT 10.1

                                  CARDIMA, INC.

                              AMENDED AND RESTATED
                             1993 STOCK OPTION PLAN

                            (AS AMENDED IN JULY 2002)

     I.   PURPOSES OF THE PLAN

          This Amended and Restated 1993 Stock Option Plan (the "Plan") is
intended to promote the interests of Cardima, Inc., a Delaware corporation (the
"Corporation"), by providing a method whereby eligible individuals who provide
valuable services to the Corporation (or its parent or subsidiary corporations)
may be offered incentives and rewards which will encourage them to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation and continue to render services to the Corporation (or its parent or
subsidiary corporations).

          For purposes of the Plan, the following provisions shall be applicable
in determining the parent and subsidiary corporations of the Corporation:

               (i)   Any corporation (other than the Corporation) in an unbroken
     chain of corporations ending with the Corporation shall be considered to be
     a Parent corporation of the Corporation, provided each such corporation in
     the unbroken chain (other than the Corporation) owns, at the time of the
     determination, stock possessing fifty percent (50%) or more of the total
     combined voting power of all classes of stock in one of the other
     corporations in such chain.

               (ii)  Each corporation (other than the Corporation) in an
     unbroken chain of corporations beginning with the Corporation shall be
     considered to be a Subsidiary of the Corporation, provided each such
     corporation (other than the last corporation) in the unbroken chain owns,
     at the time of the determination, stock possessing fifty percent (50%) or
     more of the total combined voting power of all classes of stock in one of
     the other corporations in such chain.

     II.  ADMINISTRATION OF THE PLAN

          A.   A Committee comprised of non-employee members of the Board who
satisfy the requirements of Rule 16b-3 of the Securities Exchange Act of 1934
(the "1934 Act") as it is then in effect to exempt stock awards made hereunder
from the short-swing profit recovery rules of Section 16(b) of the 1934 Act (the
"Primary Committee") and who satisfy the requirements of Section 162(m) of the
Internal Revenue Code shall have sole and exclusive authority to administer the
Plan with respect to Section 16 Insiders.

          B.   Administration of the Plan with respect to all other persons
eligible to participate in the Plan may, at the Board's discretion, be vested in
the Primary Committee or a second committee comprised of one or more Board
members (the "Secondary Committee"), or the Board may retain the power to
administer the Plan with respect to all such persons. The members of the
Secondary Committee may be individuals who are Employees eligible to receive
option grants under the Plan or any stock option, stock appreciation, stock
bonus or other stock plan of the Corporation (or any Parent or Subsidiary) or
who have any other business relationship with the Corporation outside their
roles as members of the Board.

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          C.   Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

          D.   Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the provisions of the
Plan and any outstanding options thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Plan under its jurisdiction or any option
thereunder.

          E.   Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any grants under the Plan.

     III. ELIGIBILITY FOR OPTION GRANTS

          The persons eligible to receive option grants under the Plan are as
follows:

               (i)    key employees (including officers and directors) of the
     Corporation (or its parent or subsidiary corporations);

               (ii)   the non-employee members of the Board or the non-employee
     members of the board of directors of any parent or subsidiary corporation;
     and

               (iii)  those consultants who provide valuable services to the
     Corporation (or its parent or subsidiary corporations).

          The Plan Administrator shall have full authority to determine which
eligible individuals are to receive option grants under the Plan, the number of
shares to be covered by each such grant, whether the granted option is to be an
incentive stock option ("Incentive Option") which satisfies the requirements of
Section 422 of the Internal Revenue Code or a non-statutory option not intended
to meet such requirements, the time or times at which each such option is to
become exercisable, and the maximum term for which the option is to remain
outstanding.

     IV.  STOCK SUBJECT TO THE PLAN

          A. The stock issuable under the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock. The aggregate
number of shares which may be issued over the term of the Plan shall not exceed
7,650,690 shares (on a post-split basis). The total number of shares issuable
under the Plan shall be subject to adjustment from time to time in accordance
with the provisions of this Section IV.

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          B.   The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of the 1998,
1999, 2000, 2001 and 2002 calendar years by an amount equal to three percent
(3%) of the shares of Common Stock outstanding, on December 31 of the
immediately preceding calendar year; but in no event shall any such annual
increase exceed 300,000 shares (on a post-split basis). For purposes of this
provision, the determination of the number of shares of Common Stock outstanding
shall include securities which are exercisable or convertible into shares of
Common Stock, including without limitation all outstanding stock options and
warrants.

          C.   No one person participating in the Plan may receive options for
more than 500,000 shares of Common Stock per calendar year, beginning with the
1996 calendar year.

          D.   Shares subject to outstanding options shall be available for
subsequent option grants under the Plan to the extent (i) options expire or
terminate for any reason prior to exercise in full and (ii) options are
cancelled in accordance with the cancellation-regrant provisions of Section VIII
of the Plan. Shares subject to outstanding options shall not be available for
subsequent option grants under the Plan to the extent options are surrendered in
accordance with the limited cash-out rights provisions of Section IX of the
Plan. Shares repurchased by the Corporation pursuant to its repurchase rights
under the Plan shall not be available for subsequent option grants.

          E.   In the event any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without receipt of consideration, appropriate adjustments shall
be made to (I) the aggregate number and/or class of shares issuable under the
Plan and (II) the aggregate number and/or class of shares and the option price
per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive.

          F.   To the extent required by Section 260.140.45 of Title 10 of the
California Code of Regulations, the total number of shares of Common Stock
issuable upon exercise of all outstanding options and the total number of shares
of Common Stock provided for under any stock bonus or similar plan of the
Corporation shall not exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Section 260.140.45 of Title 10
of the California Code of Regulations, based on the shares of Common Stock of
the Corporation that are outstanding at the time the calculations is made./1/

     V.   TERMS AND CONDITIONS OF OPTIONS

          A.   Options granted pursuant to the Plan shall be authorized by
action of the Plan Administrator and may, at the Plan Administrator's
discretion, be either Incentive Options or non-statutory options. Individuals
who are not Employees (as defined in subsection 3.C below) may only be granted
non-statutory options. Each granted option shall be evidenced by one or more
instruments in the form approved by the Plan Administrator; provided, however,
that each such instrument shall comply with and incorporate the terms and
conditions specified below. Each instrument evidencing an Incentive Option
shall, in addition, be subject to the applicable provisions of Section VI.

          B.   Option Price.

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/1/  Section 260.140.45 generally provides that the total number of shares
issuable upon exercise of all outstanding options (exclusive of certain rights)
and the total number of shares called for under any stock bonus or similar plan
shall not exceed a number of shares which is equal to 30% of the then
outstanding shares of the issuer (convertible preferred or convertible senior
common shares counted on an as if converted basis), exclusive of shares subject
to promotional waivers under Section 260.141, unless a percentage higher than
30% is approved by at least two-thirds of the outstanding shares entitled to
vote.

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          1.   The option price per share shall be fixed by the Plan
Administrator. In no event, however, shall the option price per share be less
than eighty-five percent (85%) of the fair market value of a share of Common
Stock on the date of the option grant or, in the case of an option granted to
the owner of stock (as determined under Section 424(d) of the Internal Revenue
Code) possessing ten percent (10%) or more of the total combined voting power of
all classes of stock of the Corporation or any one of its parent or subsidiary
corporations (such person to be herein referred to as a 10% Stockholder), the
option price per share shall not be less than one hundred and ten percent (110%)
of the Fair Market Value of one share of Common Stock on the grant date.

          2.   The option price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section X and the instrument
evidencing the grant, be payable in one or more of the forms specified below:

               (i)   cash or check drawn to the Corporation's order

               (ii)  in shares of Common Stock held by the optionee for the
     requisite period necessary to avoid a charge to the Corporation's earnings
     for financial reporting purposes and valued at fair market value on the
     Exercise Date; or

               (iii) to the extent the option is exercised for vested shares,
     through a special sale and remittance procedure pursuant to which the
     optionee is to provide irrevocable written instructions (I) to a
     Corporation-designated brokerage firm to effect the immediate sale of the
     purchased shares and remit to the Corporation, out of the sale proceeds
     available on the settlement date, an amount sufficient to cover the
     aggregate option price payable for the purchased shares plus all applicable
     Federal and State income and employment taxes required to be withheld by
     the Corporation by reason of such purchase and (II) concurrently to the
     Corporation to deliver the certificates for the purchased shares directly
     to such brokerage firm in order to effect the sale transaction.

          For purposes of this subparagraph B, the Exercise Date shall be the
first date on which there shall have been delivered to the Corporation both
written notice of the exercise of the option and, except to the extent such sale
and remittance procedure is utilized, payment of the option price for the
purchased shares.

          3.   The fair market value of a share of Common Stock on any relevant
date under subparagraph 1 above (and for all other valuation purposes under the
Plan) shall be determined in accordance with the following provisions:

               (i)   If the Common Stock is not at the time listed or admitted
     to trading on any stock exchange but is traded on the Nasdaq National
     Market System, the fair market value shall be the closing selling price of
     one share of Common Stock on the date in question, as such price is
     reported by the National Association of Securities Dealers through its
     Nasdaq system or any successor system. If there is no closing selling price
     for the Common Stock on the date in question, then the closing selling
     price on the last preceding date for which such quotation exists shall be
     determinative of fair market value.

               (ii)  If the Common Stock is at the time listed or admitted to
     trading on any stock exchange, then the fair market value shall be the
     closing selling price per share of Common Stock on the date in question on
     the stock exchange determined by the Plan Administrator to be the primary
     market for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange. If there is no reported
     sale of Common Stock on such exchange on

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     the date in question, then the fair market value shall be the closing
     selling price on the exchange on the last preceding date for which such
     quotation exists.

               (iii) If the Common Stock at the time is neither listed nor
     admitted to trading on any stock exchange nor traded in the
     over-the-counter market, or if the Plan Administrator determines that the
     value determined pursuant to subparagraphs (i) and (ii) above does not
     accurately reflect the fair market value of the Common Stock, then such
     fair market value shall be determined by the Plan Administrator after
     taking into account such factors as the Plan Administrator shall deem
     appropriate, including one or more independent professional appraisals.

          C.   Term and Exercise of Options.

          Each option granted under the Plan shall be exercisable at such time
or times, during such period, and for such number of shares as shall be
determined by the Plan Administrator and set forth in the instrument evidencing
such option, subject to the minimum vesting requirements of Rule 260.140.41(f)
of Title 10 of the California Code of Regulations, as applicable. No such
option, however, shall have a maximum term in excess of ten (10) years from the
grant date and no Incentive Option granted to a 10% Stockholder shall have a
maximum term in excess of five (5) years from the grant date. During the
lifetime of the optionee, the option shall be exercisable only by the optionee
and shall not be assignable or transferable by the optionee otherwise than by
will or by the laws of descent and distribution.

          D.   Effect of Termination of Employment.

          1.   Except to the extent otherwise provided pursuant to subparagraph
3.D below, the following provisions shall govern the exercise period applicable
to any options held by the optionee at the time of cessation of Service or
death.

               (i)   Should the optionee cease to remain in Service for any
     reason other than death or Disability, then the period during which each
     outstanding option held by such optionee is to remain exercisable shall be
     limited to the three (3)-month period following the date of such cessation
     of Service.

               (ii)  In the event such Service terminates by reason of
     Disability, then the period during which each outstanding option held by
     the optionee is to remain exercisable shall be limited to the six (6)-month
     period following the date of such cessation of Service. However, should
     such Disability be deemed to constitute Permanent Disability, then the
     period during which each outstanding option held by the optionee is to
     remain exercisable shall be extended by an additional six (6) months so
     that the exercise period shall be limited to the twelve (12)-month period
     following the date of the optionee's cessation of Service by reason of such
     Permanent Disability. For all purposes under the Plan, Disability shall
     mean the inability of an individual to engage in any substantial gainful
     activity by reason of any medically determinable physical or mental
     impairment and shall be determined by the Plan Administrator on the basis
     of such medical evidence as the Plan Administrator deems warranted under
     the circumstances. Disability shall be deemed to constitute Permanent
     Disability in the event that such Disability is expected to result in death
     or has lasted or can be expected to last for a continuous period of not
     less than twelve (12) months.

               (iii) Should the optionee die while holding one or more
     outstanding options, then the period during which each such option is to
     remain exercisable shall be limited to the twelve (12)-month period
     following the date of the optionee's death. During such limited period, the
     option may be exercised by the personal representative of the optionee's
     estate or by the person or persons to whom the option is transferred
     pursuant to the optionee's will or in accordance with the laws of descent
     and distribution.

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               (iv)  Each such option shall, during such limited exercise
     period, be exercisable for any or all of the shares for which the option is
     exercisable on the date of the optionee's cessation of Service. Upon the
     expiration of such limited exercise period or (if earlier) upon the
     expiration of the option term, the option shall terminate and cease to be
     exercisable.

          2.   Under no circumstances shall any option be exercisable after the
specified expiration date of the option term.

          3.   For all purposes under the Plan, unless specifically provided
otherwise in the option agreement evidencing the option grant and/or the
purchase agreement evidencing the purchased shares, the optionee shall be deemed
to remain in Service for so long as such individual renders services on a
periodic basis to the Corporation or any parent or subsidiary corporation in the
capacity of an Employee, a non-employee member of the board of directors or a
consultant. The optionee shall be considered to be an Employee for so long as
such individual remains in the employ of the Corporation or one or more of its
parent or subsidiary corporations, subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.

          4.   The Board shall have full power and authority to extend the
period of time for which the option is to remain exercisable following the
optionee's termination of Service from the three (3)-month (six (6) months in
the case of Disability and twelve (12) months in the case of death or Permanent
Disability) or shorter period set forth in the option agreement to such greater
period of time as the Board shall deem appropriate; provided, that in no event
shall such option be exercisable after the specified expiration date of the
option term.

          E.   Stockholder Rights. An optionee shall have none of the rights of
a stockholder with respect to the shares subject to the option until such
individual shall have exercised the option and paid the option price.

          F.   Repurchase Rights. The shares of Common Stock acquired upon the
exercise of options granted under the Plan may be subject to one or more
repurchase rights of the Corporation in accordance with the following
provisions:

          1.   The Plan Administrator may in its discretion determine that it
shall be a term and condition of one or more options exercised under the Plan
that the Corporation (or its assignees) shall have the right, exercisable upon
the optionee's cessation of Service, to repurchase at the option price all or
(at the discretion of the Corporation and with the consent of the optionee) part
of the unvested shares of Common Stock at the time held by the optionee. Any
such repurchase right shall be exercisable by the Corporation (or its assignees)
upon such terms and conditions (including the establishment of the appropriate
vesting schedule and other provision for the expiration of such right in one or
more installments over the optionee's period of Service) as the Plan
Administrator may specify in the instrument evidencing such right and shall be
subject, to the extent required by Rule 260.140.41(f), to the minimum vesting
terms provided in such rule.

          2.   All of the Corporation's outstanding repurchase rights shall
automatically terminate upon the occurrence of any Corporate Transaction under
Section VII.



     VI.  INCENTIVE OPTIONS

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          The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Incentive Options may only be granted
to individuals who are Employees of the Corporation. Options which are
specifically designated as "non-statutory" options when issued under the Plan
shall not be subject to such terms and conditions.

          A.   Option Price. The option price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the fair market value of a share of Common Stock on the date
of grant. If the individual to whom the option is granted is a 10% Stockholder,
then the option price per share shall not be less than one hundred and ten
percent (110%) of the Fair Market Value of one share of Common Stock on the
grant date.

          B.   Dollar Limitation. The aggregate fair market value (determined as
of the respective date or dates of grant) of the Common Stock for which one or
more options granted to any Employee under this Plan (or any other option plan
of the Corporation or its parent or subsidiary corporations) may for the first
time become exercisable as incentive stock options under the Federal tax laws
during any one calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). To the extent the Employee holds two or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability thereof as incentive stock options
under the Federal tax laws shall be applied on the basis of the order in which
such options are granted.

          Except as modified by the preceding provisions of this Section VI, all
the provisions of the Plan shall be applicable to the Incentive Options granted
hereunder.

     VII. CORPORATE TRANSACTIONS

          A.   In the event of one or more of the following transactions (a
"Corporate Transaction"):

               (i)    a merger or consolidation in which the Corporation is not
     the surviving entity, except for a transaction the principal purpose of
     which is to change the State of the Corporation's incorporation,

               (ii)   the sale, transfer or other disposition of all or
     substantially all of the assets of the Corporation in complete liquidation
     or dissolution of the Corporation, or

               (iii)  any reverse merger in which the Corporation is the
     surviving entity but in which all of the Corporation's outstanding voting
     stock is transferred to the acquiring entity or its wholly-owned
     subsidiary,

          then each option outstanding under the Plan shall automatically
accelerate so that each such option shall, immediately prior to the Corporate
Transaction, become fully exercisable for all of the shares of Common Stock at
the time subject to such option and may be exercised for any or all of those
shares or fully vested shares of Common Stock.

          B.   Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor Corporation (or
parent thereof).

          C.   Each outstanding option which is assumed in connection with the
Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would be issuable, in
consummation of such Corporate Transaction, to an actual holder of the same
number of shares of Common

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Stock as are subject to such option immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the option price
payable per share, provided the aggregate option price payable for such
securities shall remain the same. Appropriate adjustments shall also be made to
the class and number of securities available for issuance under the Plan
following the consummation of such Corporate Transaction.

           D.  The portion of any Incentive Option accelerated in connection
with a Corporate Transaction shall remain exercisable as an Incentive Option
only to the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

           E.  The grant of options under this Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     VIII. CANCELLATION AND REGRANT OF OPTIONS

           The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options under the Plan covering the same or different
numbers of shares of Common Stock but having an option price per share not less
than eighty-five percent (85%) of the fair market value of the Common Stock on
the new grant date (or one hundred percent (100%)) of such fair market value in
the case of an Incentive Option or, in the case of a 10% Stockholder, not less
than one hundred and ten percent (110%) of such fair market value).

     IX.   CASH-OUT OF OPTIONS

           A.  Once the Corporation's outstanding Common Stock is registered
under Section 12(g) of the 1934 Act, one or more optionees subject to the
short-swing profit restrictions of the Federal securities laws may, in the Plan
Administrator's sole discretion, be granted limited cash-out rights to operate
in tandem with their outstanding options under the Plan. Any option with such a
limited right in effect for at least six (6) months shall automatically be
cancelled upon the acquisition of fifty percent (50%) or more of the
Corporation's outstanding Common Stock (excluding the Common Stock holdings of
officers and directors of the Corporation who participate in this Plan) pursuant
to a tender or exchange offer made by a person or group of related persons
(other than the Corporation or a person that directly or indirectly controls, is
controlled by or is under common control with the Corporation) which the Board
does not recommend the Corporation's stockholders to accept. In return for the
cancelled option, the optionee shall be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Cash-Out Price of the
shares of Common Stock in which the optionee is vested under the cancelled
option over (ii) the aggregate exercise price payable for such vested shares.
The cash distribution payable upon such cancellation shall be made within five
(5) days following the completion of such tender or exchange offer, and neither
the approval of the Plan Administrator nor the consent of the Board shall be
required in connection with such cancellation and distribution.

           B.  For purposes of calculating the cash distribution, the Cash-Out
Price per share of the vested Common Stock subject to the cancelled option shall
be deemed to be equal to the greater of (i) the fair market value per share on
the date of surrender, as determined in accordance with the valuation provisions
of subsection V.1.D, or (ii) the highest reported price per share paid in
effecting the tender or exchange offer. However, if the cancelled option is an
Incentive Option, then the Cash-Out Price shall not exceed the value per share
determined under clause (i) above.

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          C.   The shares of Common Stock subject to any option cancelled for an
appreciation distribution in accordance with this Section IX shall not be
available for subsequent option grants under the Plan.

     X.   TAX WITHHOLDING

          A.   The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or upon the vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

          B.   The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Taxes incurred by such holders in connection with the exercise of their
options. Such right may be provided to any such holder in either or both of the
following formats:

               (i)   Stock Withholding. The election to have the Corporation
     withhold, from the shares of Common Stock otherwise issuable upon the
     exercise of such Non-Statutory Option or the vesting of such shares, a
     portion of those shares with an aggregate Fair Market Value equal to the
     percentage of the taxes (not to exceed one hundred percent (100%))
     designated by the holder.

               (ii)  Stock Delivery. The election to deliver to the Corporation,
     at the time the Non-Statutory Option is exercised or the shares vest, one
     or more shares of Common Stock previously acquired by such holder (other
     than in connection with the option exercise or share vesting triggering the
     taxes) with an aggregate Fair Market Value equal to the percentage of the
     taxes (not to exceed one hundred percent (100%)) designated by the holder.

     XI.  LOANS

          A.   The Plan Administrator may assist any optionee (including an
optionee who is an officer or director of the Corporation) in the exercise of
one or more options granted to such optionee, including the satisfaction of any
Federal and State income and employment tax obligations arising therefrom, by
(i) authorizing the extension of a loan from the Corporation to such optionee,
or (ii) permitting the optionee to pay the option price for the purchased Common
Stock in installments over a period of years.

          B.   The terms of any loan or installment method of payment (including
the interest rate and terms of repayment) shall be established by the Plan
Administrator in its sole discretion. Loans or installment payments may be
granted with or without security or collateral. However, any loan made to a
consultant or other non-employee advisor must be secured by property other than
the purchased shares of Common Stock. In all events, the maximum credit
available to each optionee may not exceed the sum of (i) the aggregate option
price payable for the purchased shares (less the par value) plus (ii) any
Federal and State income and employment tax liability incurred by the optionee
in connection with such exercise.

          C.   The Plan Administrator may, in its absolute discretion, determine
that one or more loans extended under the financial assistance program shall be
subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions as the Board in its discretion deems appropriate.

     XII. NO EMPLOYMENT OR SERVICE RIGHTS

          A.   Nothing in the Plan shall confer upon the optionee any right to
continue in the service or employ of the Corporation (or any parent or
subsidiary corporation of the Corporation employing

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or retaining such optionee) for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
parent or subsidiary corporation of the Corporation employing or retaining such
optionee) or of the optionee, which rights are hereby expressly reserved by
each, to terminate the Service of the optionee at any time for any reason, with
or without cause.

     XIII. AMENDMENT OF THE PLAN

     A.    The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever; provided, however,
that no such amendment or modification shall, without the consent of the
stockholders, adversely affect the rights and obligations with respect to
options at the time outstanding under the Plan; and provided, further that the
Board shall not, without the approval of the Corporation's stockholders, (i)
increase the maximum number of shares issuable under the Plan or the maximum
number of shares for which any person may be granted options per calendar year,
except for permissible adjustments under Section IV or (ii) materially modify
the eligibility requirements for the grant of options under the Plan.

     B.    Options may be granted under this Plan to purchase shares of Common
Stock in excess of the number of shares then available for issuance under the
Plan, provided (i) an amendment to increase the maximum number of shares
issuable under the Plan is adopted by the Board prior to the initial grant of
any such option and within one year thereafter such amendment is approved by the
Corporation's stockholders and (ii) each option granted is not to become
exercisable, in whole or in part, at any time prior to the obtaining of such
stockholder approval.

     XIV.  EFFECTIVE DATE AND TERM OF PLAN

     A.    The Plan became effective when adopted by the Board on June 10, 1993
and was approved by the Corporation's stockholders on September 20, 1993. The
Board amended the Plan on November 22, 1994 to (i) increase the number of shares
authorized for issuance thereunder by an additional 975,080 shares of Common
Stock (132,298 shares of Common Stock on a post-split basis) and (ii) revise the
limited period of exercisability when an optionee ceases to render Services to
the Corporation as a result of such optionee's Disability. The Corporation's
Stockholders approved the 1994 Amendment on December 29, 1994. The Board amended
the Plan on June 1, 1996 to increase the number of shares authorized for
issuance thereunder by an additional 640,079 shares (on a post-split basis) of
Common Stock and on October 2, 1996, to revise certain provisions in connection
with the filing of a Registration Statement for the initial public offering of
the Corporation's Common Stock hereafter referred to collectively as (the "1996
Amendments") The Corporation's Stockholders approved the 1996 Amendments on
October 2, 1996. The Board amended the Plan in March 1999 to increase the number
of shares authorized for issuance thereunder by an additional 2,000,000 shares
(on a post-split basis) of Common Stock. The Corporation's Stockholders approved
the 1999 Amendment on June 23, 1999. In February 2000, the Board decided to
unreserve the remaining 2,742,996 shares which had not been granted to utilize
those shares in a private placement financing. In June 2000, the Corporation's
Stockholder approved an amendment to increase the number of shares of Common
Stock reserved for issuance to replace the shares which were unreserved and used
for the private placement financing. The Board amended the Plan in February 2001
to increase the number of shares authorized for issuance thereunder by an
additional 2,000,000 shares (on a post-split basis) of Common Stock. The
Corporation's Stockholders approved the 2001 Amendment on May 10, 2001. The
Board amended the Plan in April 2002 to increase the number of shares authorized
for issuance thereunder by an additional 1,200,000 Shares of Common Stock (the
"2002 Amendment). The Corporation's Stockholders approved the 2002 Amendment on
June 20, 2002. The Plan was amended and restated effective July __, 2002 to
comply with certain requirements of the California Commissioner of Corporations.

     B.    The provisions of the 1996 Amendments shall apply only to options
granted and shares issued under the Plan from and after the date the Amendments
were adopted by the Board. Each option

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issued and outstanding under the Plan immediately prior to such adoption of the
Amendments shall continue to be governed by the terms and conditions of the Plan
(and the instrument evidencing such grant) as in effect on the date each such
option was previously granted, and nothing in the Amendments shall be deemed to
affect or otherwise modify the rights or obligations of the stockholders of such
prior options with respect to the acquisition of shares of Common Stock
thereunder.

     C.    Unless sooner terminated in accordance with Section VII, the Plan
shall terminate upon the earlier of (i) November 21, 2004 or (ii) the date on
which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise or surrender of options granted hereunder. If the date
of termination is determined under clause (i) above, then options outstanding on
such date shall thereafter continue to have force and effect in accordance with
the provisions of the instruments evidencing such options.

     XV.   USE OF PROCEEDS

           Any cash proceeds received by the Corporation from the sale of shares
pursuant to options granted under the Plan shall be used for general corporate
purposes.

     XVI.  INFORMATION OBLIGATION

           To the extent required by the California Commissioner of
Corporations, the Corporation shall deliver financial statements to the
Participants at least annually. This Section XVI shall not apply to key
Employees whose duties in connection with the Corporation assure them access to
equivalent information. The financial statements delivered pursuant to this
section shall be delivered not less than one hundred fifty (150) days after the
end of the Corporation's fiscal year.

     XVII. REGULATORY APPROVALS

           The implementation of the Plan, the granting of any option hereunder,
and the issuance of stock upon the exercise or surrender of any such option
shall be subject to the procurement by the Corporation of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it and the stock issued pursuant to it.

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