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                                                                    EXHIBIT 10.7





                           IMPAC MEDICAL SYSTEMS, INC.

                                 2002 STOCK PLAN

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                               TABLE OF CONTENTS
                               -----------------

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                                                                                                      Page
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SECTION 1.     PURPOSE ...........................................................................     1

SECTION 2.     DEFINITIONS .......................................................................     1

           (a)   "Affiliate" .....................................................................     1
           (b)   "Award" .........................................................................     1
           (c)   "Board" .........................................................................     1
           (d)   "Change In Control" .............................................................     1
           (e)   "Code" ..........................................................................     2
           (f)   "Committee" .....................................................................     2
           (g)   "Common Stock" ..................................................................     2
           (h)   "Company" .......................................................................     2
           (i)   "Consultant" ....................................................................     2
           (j)   "Director" ......................................................................     3
           (k)   "Disability" ....................................................................     3
           (l)   "Employee" ......................................................................     3
           (m)   "Exchange Act" ..................................................................     3
           (n)   "Exercise Price" ................................................................     3
           (o)   "Fair Market Value" .............................................................     3
           (p)   "Grant" .........................................................................     3
           (q)   "Incentive Stock Option" or "ISO" ...............................................     3
           (r)   "Key Employee" ..................................................................     3
           (s)   "Non-Employee Director" .........................................................     4
           (t)   "Nonstatutory Stock Option" or "NSO" ............................................     4
           (u)   "Option" ........................................................................     4
           (v)   "Optionee" ......................................................................     4
           (w)   "Parent" ........................................................................     4
           (x)   "Participant" ...................................................................     4
           (y)   "Plan" ..........................................................................     4
           (z)   "Restricted Stock" ..............................................................     4
           (aa)  "Restricted Stock Agreement" ....................................................     4
           (bb)  "Securities Act" ................................................................     4
           (cc)  "Service" .......................................................................     4
           (dd)  "Share" .........................................................................     4
           (ee)  "Stock Option Agreement" ........................................................     4
           (ff)  "Stock Purchase Right" ..........................................................     4
           (gg)  "Subsidiary" ....................................................................     4
           (hh)  "10-Percent Shareholder" ........................................................     4

SECTION 3.     ADMINISTRATION ....................................................................     5

           (a)   Committee Composition ...........................................................     5
           (b)   Authority of the Committee ......................................................     5
           (c)   Indemnification .................................................................     5

SECTION 4.     ELIGIBILITY .......................................................................     6

           (a)   General Rules ...................................................................     6
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                                      -i-

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                           IMPAC MEDICAL SYSTEMS, INC.

                                 2002 STOCK PLAN

SECTION 1.        PURPOSE.

     The Company's Board of Directors adopted the IMPAC Medical Systems, Inc.
     2002 Stock Plan on May 31, 2002 (the "Adoption Date"), and amended and
     restated the Plan on November 15, 2002 subject to the approval of the
     Company's stockholders. The Plan shall be effective as of the date on which
     Shares are first made available to the general public pursuant to an
     initial public offering of the Shares (the "IPO Date").

     The purpose of the Plan is to promote the long-term success of the Company
     and the creation of shareholder value by offering Key Employees an
     opportunity to acquire a proprietary interest in the success of the
     Company, or to increase such interest, and to encourage such selected
     persons to continue to provide services to the Company and to attract new
     individuals with outstanding qualifications.

     The Plan seeks to achieve this purpose by providing for Awards in the form
     of Stock Purchase Rights granting Restricted Stock and Options which may be
     Incentive Stock Options or Nonstatutory Stock Options.

     The Plan shall be governed by, and construed in accordance with, the laws
     of the State of California (except its choice-of-law provisions).
     Capitalized terms shall have the meaning provided in Section 2 unless
     otherwise provided in this Plan or the applicable Stock Option Agreement or
     Restricted Stock Agreement.

SECTION 2.        DEFINITIONS.

     (a)  "Affiliate" means any entity other than a Subsidiary, if the Company
     and/or one or more Subsidiaries own not less than 50% of such entity. For
     purposes of determining an individual's "Service," this definition shall
     include any entity other than a Subsidiary, if the Company, a Parent and/or
     one or more Subsidiaries own not less than 50% of such entity.

     (b)  "Award" means any award of an Option or Stock Purchase Right under the
     Plan.

     (c)  "Board" means the Board of Directors of the Company, as constituted
     from time to time.

     (d)  "Change In Control" except as may otherwise be provided in a Stock
     Option Agreement or Restricted Stock Agreement, means the occurrence of any
     of the following:

                (i)    The consummation of a merger or consolidation of the
          Company with or into another entity or any other corporate
          reorganization, if more than

<PAGE>

     50% of the combined voting power of the continuing or surviving entity's
     securities outstanding immediately after such merger, consolidation or
     other reorganization is owned by persons who were not stockholders of the
     Company immediately prior to such merger, consolidation or other
     reorganization;

          (ii)  The sale, transfer or other disposition of all or substantially
     all of the Company's assets;

          (iii) A change in the composition of the Board, as a result of which
     fewer that one-half of the incumbent directors are directors who either (i)
     had been directors of the Company on the date 24 months prior to the date
     of the event that may constitute a Change in Control (the "original
     directors") or (ii) were elected, or nominated for election, to the Board
     with the affirmative votes of at least a majority of the aggregate of the
     original directors who were still in office at the time of the election or
     nomination and the directors whose election or nomination was previously so
     approved;

          (iv)  Any transaction as a result of which any person becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing at least
     20% of the total voting power represented by the Company's then outstanding
     voting securities. For purposes of this Paragraph (iii), the term "person"
     shall have the same meaning as when used in sections 13(d) and 14(d) of the
     Exchange Act but shall exclude:

               (A) A trustee or other fiduciary holding securities under an
          employee benefit plan of the Company or a subsidiary of the Company;

               (B) A corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownership of the common stock of the Company; and

               (C) The Company; or

          (v)  A complete liquidation or dissolution of the Company.

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

(f)  "Committee" means a committee consisting of one or more members of the
      Board that is appointed by the Board (as described in Section 3) to
      administer the Plan.

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

(h)  "Company" means IMPAC Medical Systems, Inc., a Delaware corporation.

(i)  "Consultant" means an individual who performs bona fide services to the
Company, a Parent, a Subsidiary or an Affiliate other than as an Employee or
Director or Non-Employee Director.


                                       2

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(j)  "Director" means a member of the Board who is also an Employee.

(k)  "Disability" means that the Key Employee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.

(l)  "Employee" means any individual who is a common-law employee of the
Company, a Parent, a Subsidiary or an Affiliate.

(m)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(n)  "Exercise Price" means, in the case of an Option, the amount for which a
Share may be purchased upon exercise of such Option, as specified in the
applicable Stock Option Agreement.

(o)  "Fair Market Value" means the market price of Shares, determined by the
Committee as follows:

     (i)   If the Shares were traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the last trading price
reported by the applicable composite transactions report for such date;

     (ii)  If the Shares were traded over-the-counter on the date in question
and were classified as a national market issue, then the Fair Market Value shall
be equal to the last trading price quoted by the NASDAQ system for such date;

     (iii) If the Shares were traded over-the-counter on the date in question
but were not classified as a national market issue, then the Fair Market Value
shall be equal to the mean between the last reported representative bid and
asked prices quoted by the NASDAQ system for such date; and

     (iv)  If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Wall Street Journal. Such determination
                                       -------------------
shall be conclusive and binding on all persons.

(p)  "Grant" means any grant of an Award under the Plan.

(q)  "Incentive Stock Option" or "ISO" means an incentive stock option described
in Code section 422(b).

(r)  "Key Employee" means an Employee, Director, Non-Employee Director or
Consultant who has been selected by the Committee to receive an Award under the
Plan.

                                       3

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(s)     "Non-Employee Director" means a member of the Board who is not an
Employee.

(t)     "Nonstatutory Stock Option" or "NSO" means a stock option that is not an
ISO.

(u)     "Option" means an ISO or NSO granted under the Plan entitling the
Optionee to purchase Shares.

(v)     "Optionee" means an individual, estate or other entity that holds an
Option.

(w)     "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in section 424(e) of the Code.

(x)     "Participant" means an individual or estate or other entity that holds
an Award.

(y)     "Plan" means this IMPAC Medical Systems, Inc. 2002 Stock Plan as it may
   be amended from time to time.

(z)     "Restricted Stock" means a Share awarded under the Plan pursuant to a
Stock Purchase Right.

(aa)    "Restricted Stock Agreement" means the agreement described in Section 8
evidencing Restricted Stock that may be purchased following the Award of a Stock
Purchase Right.

(bb)    "Securities Act" means the Securities Act of 1933, as amended.

(cc)    "Service" means service as an Employee, Director, Non-Employee Director
or Consultant.

(dd)    "Share" means one share of Common Stock.

(ee)    "Stock Option Agreement" means the agreement described in Section 6
evidencing each Grant of an Option.

(ff)    "Stock Purchase Right" means the right to acquire Restricted Stock
pursuant to Section 8.

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

(hh)    "10-Percent Shareholder" means an individual who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Company, its Parent or any of its subsidiaries. In determining
stock ownership, the attribution rules of section 424(d) of the Code shall be
applied.



                                       4

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SECTION 3. ADMINISTRATION.

     (a)  Committee Composition. A Committee appointed by the Board shall
     administer the Plan. The Board shall designate one of the members of the
     Committee as chairperson. If no Committee has been approved, the entire
     Board shall constitute the Committee. Members of the Committee shall serve
     for such period of time as the Board may determine and shall be subject to
     removal by the Board at any time. The Board may also at any time terminate
     the functions of the Committee and reassume all powers and authority
     previously delegated to the Committee.

     With respect to officers or directors subject to section 16 of the Exchange
     Act, the Committee shall consist of those individuals who shall satisfy the
     requirements of Rule 16b-3 (or its successor) under the Exchange Act with
     respect to Awards granted to persons who are officers or directors of the
     Company under Section 16 of the Exchange Act. Notwithstanding the previous
     sentence, failure of the Committee to satisfy the requirements of Rule
     16b-3 shall not invalidate any Awards granted by such Committee.

     The Board may also appoint one or more separate committees of the Board,
     each composed of one or more directors of the Company who need not qualify
     under Rule 16b-3, who may administer the Plan with respect to Key Employees
     who are not considered officers or directors of the Company under Section
     16 of the Exchange Act, may grant Awards under the Plan to such Key
     Employees and may determine all terms of such Awards.

     Notwithstanding the foregoing, the Board shall constitute the Committee and
     shall administer the Plan with respect to all Awards granted to
     Non-Employee Directors.

     (b)  Authority of the Committee. Subject to the provisions of the Plan, the
     Committee shall have full authority and discretion to take any actions it
     deems necessary or advisable for the administration of the Plan. Such
     actions shall include:

          (i)   selecting Key Employees who are to receive Awards under the
                Plan;
          (ii)  determining the type, number, vesting requirements and other
                features and conditions of such Awards;
          (iii) interpreting the Plan; and
          (iv)  making all other decisions relating to the operation of the
                Plan.

     The Committee may adopt such rules or guidelines, as it deems appropriate
     to implement the Plan. The Committee's determinations under the Plan shall
     be final and binding on all persons.

     (c)  Indemnification. Each member of the Committee, or of the Board, shall
     be indemnified and held harmless by the Company against and from (i) any
     loss, cost, liability, or expense that may be imposed upon or reasonably
     incurred by him or her in connection with or resulting from any claim,
     action, suit, or proceeding to which he or she may be a party or in which
     he or she may be involved by reason of any action taken or failure to act
     under the Plan or any Stock Option Agreement or Restricted Stock Agreement,
     and (ii) from any and all amounts paid by him or her in settlement thereof,

                                       5

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     with the Company's approval, or paid by him or her in satisfaction of any
     judgment in any such claim, action, suit, or proceeding against him or her,
     provided he or she shall give the Company an opportunity, at its own
     expense, to handle and defend the same before he or she undertakes to
     handle and defend it on his or her own behalf. The foregoing right of
     indemnification shall not be exclusive of any other rights of
     indemnification to which such persons may be entitled under the Company's
     Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
     otherwise, or under any power that the Company may have to indemnify them
     or hold them harmless.

SECTION 4.        ELIGIBILITY.

     (a)  General Rules. Only Employees, Directors, Non-Employee Directors and
     Consultants shall be eligible for designation as Key Employees by the
     Committee.

     (b)  Incentive Stock Options. Only Key Employees who are common-law
     employees of the Company, a Parent or a Subsidiary shall be eligible for
     the grant of ISOs. In addition, a Key Employee who is a 10-Percent
     Shareholder shall not be eligible for the grant of an ISO unless the
     requirements set forth in section 422(c)(5) of the Code are satisfied.

     (c)  Non-Employee Director Options. Non-Employee Directors shall also be
     eligible to receive Options as described in this Section 4(c) from and
     after the date the Board has determined to implement this provision.

          (i)   (A) Each eligible Non-Employee Director elected or appointed
     after the effective date of the Company's initial public offering shall
     automatically be granted an NSO to purchase 25,000 Shares (subject to
     adjustment under Section 9) as a result of his or her initial election or
     appointment as a Non-Employee Director. All NSOs granted pursuant to this
     Section 4(c)(i)(A) shall vest and become exercisable provided the
     individual is serving as a director of the Company as of the vesting date
     as follows: 25% one year from the date of grant, then in 36 equal monthly
     installments commencing on the date one month and one year after the date
     of grant. (B) Upon the conclusion of each regular annual meeting of the
     Company's stockholders following his or her initial appointment, each
     eligible Non-Employee Director who will continue serving as a member of the
     Board thereafter shall receive an NSO to purchase 5,000 Shares (subject to
     adjustment under Section 9). All NSOs granted pursuant to this Section
     4(c)(i)(B) shall be 100% vested and exercisable upon grant.

          (ii)  All NSOs granted to Non-Employee Directors under this Section
     4(c) shall become exercisable in full in the event of Change in Control
     with respect to the Company.

          (iii) The Exercise Price under all NSOs granted to a Non-Employee
     Director under this Section 4(c) shall be equal to one hundred percent
     (100%) of the Fair Market Value of a Share of Common Stock on the date of
     grant, payable in one of the forms described in Section 7.

                                       6

<PAGE>

                (iv)   All NSOs granted to a Non-Employee Director under this
     Section 4(c) shall terminate on the earlier of:

                       (A)   The 10th anniversary of the date of grant; or

                       (B)   The date ninety (90) days after the termination of
     such Non-Employee Director's Service for any reason.

SECTION 5. SHARES SUBJECT TO PLAN.

     (a)  Basic Limitation. The stock issuable under the Plan shall be
     authorized but unissued Shares or treasury Shares. The aggregate number of
     Shares reserved for Awards under the Plan shall not exceed 2,500,000 Shares
     plus the number of Shares available for grant under the Company's 1993
     Stock Option Plan and the Company's 1998 Stock Plan as of the IPO Date.

     (b)  Annual Addition. Beginning with the first fiscal year of the Company
     beginning after the Effective Date, on the first day of each fiscal year,
     Shares will be added to the Plan equal to the least of (i) three percent
     (3%) of the outstanding shares in the last day of the prior fiscal year,
     (ii) 300,000 shares or (iii) such lesser number of Shares as may be
     determined by the Board in its sole discretion.

     (c)  Additional Shares. If Awards (including awards previously issued under
     the Company's 1993 Stock Option Plan and the 1998 Stock Plan) are forfeited
     or terminate for any other reason before being exercised, then the Shares
     underlying such Awards shall again become available for Awards under the
     Plan.

     (d)  Limits on Options. No Key Employee shall receive Options to purchase
     Shares during any fiscal year covering in excess of 1,000,000 Shares.
     Notwithstanding the foregoing limitation, a Key Employee may receive
     Options to purchase up to 1,500,000 Shares in the first year of a Key
     Employee's employment with Company.

     (e)  Limits on Stock Purchase Rights. No Key Employee shall receive an
     Award of Stock Purchase Rights during any fiscal year covering in excess of
     500,000 Shares. Notwithstanding the foregoing limitation, a Key Employee
     may receive an Award of up to 1,000,000 Shares in the first year of a Key
     Employee's employment with Company.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

     (a)  Stock Option Agreement. Each Grant under the Plan shall be evidenced
     by a Stock Option Agreement between the Optionee and the Company. Such
     Option shall be subject to all applicable terms and conditions of the Plan
     and may be subject to any other terms and conditions that are not
     inconsistent with the Plan and that the Committee deems appropriate for
     inclusion in a Stock Option Agreement. The provisions of the various Stock
     Option Agreements entered into under the Plan need not be identical. A
     Stock Option Agreement may provide that new Options will be granted
     automatically to

                                        7

<PAGE>

     the Optionee when he or she exercises the prior Options. The Stock Option
     Agreement shall also specify whether the Option is an ISO or an NSO.

     (b)  Number of Shares. Each Stock Option Agreement shall specify the number
     of Shares that are subject to the Option and shall provide for the
     adjustment of such number in accordance with Section 9.

     (c)  Exercise Price. An Option's Exercise Price shall be established by the
     Committee and set forth in a Stock Option Agreement. The Exercise Price of
     an ISO shall not be less than 100% of the Fair Market Value (110% for
     10-Percent Shareholders) of a Share on the date of Grant. In the case of an
     NSO, a Stock Option Agreement may specify an Exercise Price that varies in
     accordance with a predetermined formula while the NSO is outstanding.

     (d)  Exercisability and Term. Each Stock Option Agreement shall specify the
     date when all or any installment of the Option is to become exercisable.
     The Stock Option Agreement shall also specify the term of the Option;
     provided that the term of an ISO shall in no event exceed ten (10) years
     from the date of Grant. An ISO that is granted to a 10-Percent Shareholder
     shall have a maximum term of five (5) years. No Option can be exercised
     after the expiration date provided in the applicable Stock Option
     Agreement. A Stock Option Agreement may provide for accelerated
     exercisability in the event of the Optionee's death, disability or
     retirement or other events and may provide for expiration prior to the end
     of its term in the event of the termination of the Optionee's service. A
     Stock Option Agreement may permit an Optionee to exercise an Option before
     it is vested, subject to the Company's right of repurchase over any Shares
     acquired under the unvested portion of the Option (an "early exercise"),
     which right of repurchase shall lapse at the same rate the Option would
     have vested had there been no early exercise. In no event shall the Company
     be required to issue fractional Shares upon the exercise of an Option.

     (e)  Modifications or Assumption of Options. Within the limitations of the
     Plan, the Committee may modify, extend or assume outstanding options or may
     accept the cancellation of outstanding options (whether granted by the
     Company or by another issuer) in return for the grant of new Options for
     the same or a different number of Shares and at the same or a different
     Exercise Price. The foregoing notwithstanding, no modification of an Option
     shall, without the consent of the Optionee, alter or impair his or her
     rights or obligations under such Option.

     (f)  Transferability of Options. Except as otherwise provided in the
     applicable Stock Option Agreement and then only to the extent permitted by
     applicable law, no Option shall be transferable by the Optionee other than
     by will or by the laws of descent and distribution. Except as otherwise
     provided in the applicable Stock Option Agreement, an Option may be
     exercised during the lifetime of the Optionee only or by the guardian or
     legal representative of the Optionee. No Option or interest therein may be
     assigned, pledged or hypothecated by the Optionee during his lifetime,
     whether by operation of law or otherwise, or be made subject to execution,
     attachment or similar process.

                                       8

<PAGE>

     (g)  Restrictions on Transfer. Any Shares issued upon exercise of an Option
     shall be subject to such rights of repurchase, rights of first refusal and
     other transfer restrictions as the Committee may determine. Such
     restrictions shall apply in addition to any restrictions that may apply to
     holders of Shares generally and shall also comply to the extent necessary
     with applicable law.

SECTION 7. PAYMENT FOR OPTION SHARES.

     (a)  General Rule. The entire Exercise Price of Shares issued upon exercise
     of Options shall be payable in cash at the time when such Shares are
     purchased, except as follows:

          (i)  In the case of an ISO granted under the Plan, payment shall be
     made only pursuant to the express provisions of the applicable Stock Option
     Agreement. The Stock Option Agreement may specify that payment may be made
     in any form(s) described in this Section 7.

          (ii) In the case of an NSO granted under the Plan, the Committee may
     in its discretion, at any time accept payment in any form(s) described in
     this Section 7.

     (b)  Surrender of Stock. To the extent that this Section 7(b) is
     applicable, payment for all or any part of the Exercise Price may be made
     with Shares which have already been owned by the Optionee for such duration
     as shall be specified by the Committee. Such Shares shall be valued at
     their Fair Market Value on the date when the new Shares are purchased under
     the Plan.

     (c)  Promissory Note. To the extent that this Section 7(c) is applicable,
     payment for all or any part of the Exercise Price may be made with a
     promissory note.

     (d)  Other Forms of Payment. To the extent that this Section 7(d) is
     applicable, payment may be made in any other form that is consistent with
     applicable laws, regulations and rules.

SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF STOCK PURCHASE RIGHTS.

     (a)  Time, Amount and Form of Awards. Awards under this Section 8 may be
     granted in the form of Stock Purchase Rights pursuant to which Restricted
     Stock will be awarded to a Key Employee. Such Rights may also be awarded in
     combination with NSOs, and such an Award may provide that the Restricted
     Stock will be forfeited in the event that the related NSOs are exercised.

     (b)  Agreements. Each Award of a Stock Purchase Right under the Plan shall
     be evidenced by a Restricted Stock Agreement between the Participant and
     the Company. Such Awards shall be subject to all applicable terms and
     conditions of the Plan and may be subject to any other terms and conditions
     that are not inconsistent with the Plan and

                                       9

<PAGE>

     that the Committee deems appropriate for inclusion in the applicable
     Agreement. The provisions of the various Agreements entered into under the
     Plan need not be identical.

     (c)  Payment for Restricted Stock. Restricted Stock may be issued pursuant
     to the Award of a Stock Purchase Right with or without cash consideration
     under the Plan.

     (d)  Vesting Conditions. Each Award of Restricted Stock shall become
     vested, in full or in installments, upon satisfaction of the conditions
     specified in the applicable Agreement. An Agreement may provide for
     accelerated vesting in the event of the Participant's death, Disability or
     retirement or other events.

     (e)  Assignment or Transfer of Restricted Stock. Except as provided in
     Section 13, or in a Restricted Stock Agreement, or as required by
     applicable law, an Award granted under this Section 8 shall not be
     anticipated, assigned, attached, garnished, optioned, transferred or made
     subject to any creditor's process, whether voluntarily, involuntarily or by
     operation of law. Any act in violation of this Section 8(e) shall be void.
     However, this Section 8(e) shall not preclude a Participant from
     designating a beneficiary who will receive any outstanding Restricted Stock
     in the event of the Participant's death, nor shall it preclude a transfer
     of Restricted Stock by will or by the laws of descent and distribution.

     (f)  Trusts. Neither this Section 8 nor any other provision of the Plan
     shall preclude a Participant from transferring or assigning Restricted
     Stock to (i) the trustee of a trust that is revocable by such Participant
     alone, both at the time of the transfer or assignment and at all times
     thereafter prior to such Participant's death, or (ii) the trustee of any
     other trust to the extent approved in advance by the Committee in writing.
     A transfer or assignment of Restricted Stock from such trustee to any
     person other than such Participant shall be permitted only to the extent
     approved in advance by the Committee in writing, and Restricted Stock held
     by such trustee shall be subject to all of the conditions and restrictions
     set forth in the Plan and in the applicable Restricted Stock Agreement, as
     if such trustee were a party to such Agreement.

     (g)  Voting and Dividend Rights. The holders of Restricted Stock acquired
     pursuant to a Stock Purchase Right awarded under the Plan shall have the
     same voting, dividend and other rights as the Company's other stockholders.
     A Restricted Stock Agreement, however, may require that the holders of
     Restricted Stock invest any cash dividends received in additional
     Restricted Stock. Such additional Restricted Stock shall be subject to the
     same conditions and restrictions as the Award with respect to which the
     dividends were paid. Such additional Restricted Stock shall not reduce the
     number of Shares available under Section 5.

SECTION 9. PROTECTION AGAINST DILUTION.

     (a)  Adjustments. In the event of a subdivision of the outstanding Shares,
     a declaration of a dividend payable in Shares, a declaration of a dividend
     payable in a form other than Shares in an amount that has a material effect
     on the price of Shares, a combination or consolidation of the outstanding
     Shares (by reclassification or otherwise)

                                     10

<PAGE>

     into a lesser number of Shares, a recapitalization, reorganization, merger,
     liquidation, spin-off or a similar occurrence, the Committee shall make
     such adjustments as it, in its reasonable discretion, deems appropriate in
     order to prevent the dilution or enlargement of rights hereunder in one or
     more of:

         (i)   the number of Shares available for future Awards under Section
     5(a); the annual amount of increase under Section 5(b)(i); the per person
     Share limits under Sections 5(d) and (e); and the number of Shares subject
     to automatic Grants under Section 4(c);

         (ii)  the number of Shares covered by each outstanding Award; or

         (iii) the Exercise Price under each outstanding Option.

     Notwithstanding anything in this Plan to the contrary, no adjustment shall
     be made with respect to any stock split occurring prior to the IPO Date.

     (b) Participant Rights. Except as provided in this Section 9, a Participant
     shall have no rights by reason of any issue by the Company of stock of any
     class or securities convertible into stock of any class, any subdivision or
     consolidation of shares of stock of any class, the payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class.

SECTION 10.       EFFECT OF A CHANGE IN CONTROL.

     (a) Merger or Reorganization. In the event that the Company is a party to a
     merger or other reorganization, outstanding Awards shall be subject to the
     agreement of merger or reorganization. Such agreement may provide, without
     limitation, for the assumption of outstanding Awards by the surviving
     corporation or its parent, for their continuation by the Company (if the
     Company is a surviving corporation), for accelerated vesting or for their
     cancellation with or without consideration.

     (b) Acceleration. The Committee may determine, at the time of granting an
     Award or thereafter, that such Award shall become fully exercisable as to
     all Shares subject to such Award in the event that a Change in Control
     occurs with respect to the Company.

SECTION 11.       LIMITATIONS ON RIGHTS.

     (a) Retention Rights. Neither the Plan nor any Award granted under the Plan
     shall be deemed to give any individual a right to remain an employee,
     consultant or director of the Company, a Parent, a Subsidiary or an
     Affiliate. The Company and its Parents and Subsidiaries and Affiliates
     reserve the right to terminate the Service of any person at any time, and
     for any reason, subject to applicable laws, the Company's Certificate of
     Incorporation and Bylaws and a written employment agreement (if any).

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     (b) Stockholders' Rights. A Participant shall have no dividend rights,
     voting rights or other rights as a stockholder with respect to any Shares
     covered by his or her Award prior to the issuance of a stock certificate
     for such Shares. No adjustment shall be made for cash dividends or other
     rights for which the record date is prior to the date when such certificate
     is issued, except as expressly provided in Section 9.

     (c) Regulatory Requirements. Any other provision of the Plan
     notwithstanding, the obligation of the Company to issue Shares under the
     Plan shall be subject to all applicable laws, rules and regulations and
     such approval by any regulatory body as may be required. The Company
     reserves the right to restrict, in whole or in part, the delivery of Shares
     pursuant to any Award prior to the satisfaction of all legal requirements
     relating to the issuance of such Shares, to their registration,
     qualification or listing or to an exemption from registration,
     qualification or listing.

SECTION 12. WITHHOLDING TAXES.

     (a) General. A Participant shall make arrangements satisfactory to the
     Company for the satisfaction of any withholding tax obligations that arise
     in connection with his or her Award. The Company shall not be required to
     issue any Shares or make any cash payment under the Plan until such
     obligations are satisfied.

     (b) Share Withholding. If a public market for the Company's Shares exists,
     the Committee may permit a Participant to satisfy all or part of his or her
     withholding or income tax obligations by having the Company withhold all or
     a portion of any Shares that otherwise would be issued to him or her or by
     surrendering all or a portion of any Shares that he or she previously
     acquired. Such Shares shall be valued at their Fair Market Value on the
     date when taxes otherwise would be withheld in cash. In no event may the
     Company allow Shares to be withheld in an amount that exceeds the minimum
     statutory withholding rates for federal and state tax purposes, including
     payroll taxes. Any payment of taxes by assigning Shares to the Company may
     be subject to restrictions, including, but not limited to, any restrictions
     required by rules of the Securities and Exchange Commission.

SECTION 13. DURATION AND AMENDMENTS.

     (a) Term of the Plan. The Plan, as set forth herein, shall become effective
     on the IPO Date, subject to the approval of the Company's stockholders. No
     Options shall be exercisable until such stockholder approval is obtained.
     In the event that the stockholders fail to approve the Plan within twelve
     (12) months after its adoption by the Board, any Awards made shall be null
     and void and no additional Awards shall be made. The Plan shall terminate
     on the date that is ten (10) years after its Adoption Date and may be
     terminated on any earlier date pursuant to Section 13(b).

     (b) Right to Amend or Terminate the Plan. The Board may amend or terminate
     the Plan at any time and for any reason. The termination of the Plan, or
     any amendment thereof, shall not affect any Award previously granted under
     the Plan. No Awards shall

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         be granted under the Plan after the Plan's termination. An amendment of
         the Plan shall be subject to the approval of the Company's stockholders
         only to the extent required by applicable laws, regulations or rules.

SECTION 14. EXECUTION.

         To record the adoption of the Plan by the Board, the Company has caused
         its duly authorized officer to execute this Plan on behalf of the
         Company.

                                       IMPAC Medical Systems, Inc.


                                       By ______________________________________

                                       Title ___________________________________

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