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                                                                   EXHIBIT 10.18

                        RAPTOR TECHNOLOGY NETWORKS, INC.


                                 2005 STOCK PLAN

         1. PURPOSES OF THE PLAN; LEGAL COMPLIANCE. The purposes of this Stock
Plan (the "PLAN") are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to
Employees, Directors and Consultants and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan. It is the
intent of the Plan that it conform in all respects with the requirements of Rule
16b-3 promulgated by the Securities and Exchange Commission under the Exchange
Act. To the extent that any aspect of the Plan or its administration is at any
time viewed as inconsistent with the requirements of Rule 16b-3 or, in
connection with Incentive Stock Options, the Code, that aspect shall be deemed
to be modified, deleted or otherwise changed as necessary to ensure continued
compliance with Rule 16b-3 and the Code. Any Option shall contain any other
terms that the Administrator deems necessary to comply with Applicable Laws.

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

                  (a) "ADMINISTRATOR" means the Board or any of its Committees
         as shall be administering the Plan in accordance with SECTION 4 hereof.

                  (b) "APPLICABLE LAWS" means the requirements relating to the
         administration of stock option plans under U.S. state corporate laws,
         U.S. federal and state securities laws, the Code, any stock exchange or
         quotation system on which the Common Stock is listed or quoted and the
         applicable laws of any other country or jurisdiction where Options or
         Stock Purchase Rights are granted under the Plan.

                  (c) "BOARD" means the Board of Directors of the Company.

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

                  (e) "COMMITTEE" means a committee of Directors appointed by
         the Board in accordance with SECTION 4 hereof.

                  (f) "COMMON STOCK" means the Common Stock of the Company.

                  (g) "COMPANY" means Raptor Technology Networks, Inc.
         ("Raptor"), a Colorado corporation.

                  (h) "CONSULTANT" means any person who is engaged by the
         Company or any Parent or Subsidiary to render consulting or advisory
         services to such entity.
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                  (i) "DIRECTOR" means a member of the Board of Directors of the
         Company.

                  (j) "DISABILITY" means total and permanent disability as
         defined in Section 22(e)(3) of the Code.

                  (k) "EMPLOYEE" means any person, including Officers and
         Directors, employed by the Company or any Parent or Subsidiary of the
         Company. A Service Provider shall not cease to be an Employee in the
         case of (i) any leave of absence approved by the Company or (ii)
         transfers between locations of the Company or between the Company, its
         Parent, any Subsidiary, or any successor. For purposes of Incentive
         Stock Options, no such leave may exceed 90 days, unless reemployment
         upon expiration of such leave is guaranteed by statute or contract. If
         reemployment upon expiration of a leave of absence approved by the
         Company is not so guaranteed, on the 181st day of such leave any
         Incentive Stock Option held by the Optionee shall cease to be treated
         as an Incentive Stock Option and shall be treated for tax purposes as a
         Nonstatutory Stock Option. Neither service as a Director nor payment of
         a director's fee by the Company shall be sufficient to constitute
         "employment" by the Company.

                  (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
         as amended.

                  (m) "FAIR MARKET VALUE" means, as of any date, the value of
         Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
                  stock exchange or a national market system, including without
                  limitation the Nasdaq National Market or The Nasdaq SmallCap
                  Market of The Nasdaq Stock 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 exchange or
                  system 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 Common Stock is regularly quoted by a
                  recognized securities dealer but selling prices are not
                  reported, its Fair Market Value shall be the mean between the
                  high bid and low asked prices for the Common Stock on the last
                  market trading day prior to the day of determination; or

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

                  (n) "INCENTIVE STOCK OPTION" means an Option intended to
         qualify as an incentive stock option within the meaning of Section 422
         of the Code.

                  (o) "NONSTATUTORY STOCK OPTION" means an Option not intended
         to qualify as an Incentive Stock Option.

                  (p) "OFFICER" means a person who is an officer of the Company
         within the meaning of Section 16 of the Exchange Act and the rules and
         regulations promulgated thereunder.

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                  (q) "OPTION" means a stock option granted pursuant to the
         Plan.

                  (r) "OPTION AGREEMENT" means a written or electronic agreement
         between the Company and an Optionee evidencing the terms and conditions
         of an individual Option grant. The Option Agreement is subject to the
         terms and conditions of the Plan.

                  (s) "OPTION EXCHANGE PROGRAM" means a program whereby
         outstanding Options are exchanged for Options with a lower exercise
         price.

                  (t) "OPTIONED STOCK" means the Common Stock subject to an
         Option or a Stock Purchase Right.

                  (u) "OPTIONEE" means the holder of an outstanding Option or
         Stock Purchase Right granted under the Plan.

                  (v) "PARENT" means a "parent corporation," whether now or
         hereafter existing, as defined in Section 424(e) of the Code.

                  (w) "PLAN" means this 2005 Stock Plan.

                  (x) "RESTRICTED STOCK" means shares of Common Stock acquired
         pursuant to a grant of a Stock Purchase Right under SECTION 11 below.

                  (y) "SECTION 16(b)" means Section 16(b) of the Securities
         Exchange Act of 1934, as amended.

                  (z) "SERVICE PROVIDER" means an Employee, Director or
         Consultant.

                  (aa) "SHARE" means a share of the Common Stock, as adjusted in
         accordance with SECTION 12 below.

                  (bb) "STOCK PURCHASE RIGHT" means a right to purchase Common
         Stock pursuant to SECTION 11 below.

                  (cc) "SUBSIDIARY" means a "subsidiary corporation," whether
         now or hereafter existing, as defined in Section 424(o) of the Code.

         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of SECTION 12
of the Plan, Shares which may be subject to Options and issued under the Plan is
3,000,000 Shares.

         If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the Shares of Optioned Stock which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

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         4. ADMINISTRATION OF THE PLAN.

                  (a) ADMINISTRATOR. The Plan shall be administered by the Board
         or a Committee appointed by the Board, which Committee shall be
         constituted to comply with 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, and subject to the approval of any
         relevant authorities, the Administrator shall have the authority in its
         discretion:

                           (i) to determine the Fair Market Value;

                           (ii) to select the Service Providers to whom Options
                  and Stock Purchase Rights may from time to time be granted
                  hereunder;

                           (iii) to determine the number of Shares of Optioned
                  Stock to be covered by each such award granted hereunder;

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

                           (v) to determine the terms and conditions of any
                  Option or Stock Purchase Right granted hereunder. Such terms
                  and conditions include, but are not limited to, the exercise
                  price, the time or times when Options or Stock Purchase Rights
                  may be exercised (which may be based on performance criteria),
                  any vesting acceleration or waiver of forfeiture restrictions,
                  and any restriction or limitation regarding any Option or
                  Stock Purchase Right or the Common Stock relating thereto,
                  based in each case on such factors as the Administrator, in
                  its sole discretion, shall determine;


                           (vi) to determine whether and under what
                  circumstances an Option may be settled in cash under
                  SUBSECTION 9(e) instead of Common Stock;

                           (vii) to reduce the exercise price of any Option to
                  the then current Fair Market Value if the Fair Market Value of
                  the Common Stock covered by such Option has declined since the
                  date the Option was granted;

                           (viii) to initiate an Option Exchange Program;

                           (ix) to prescribe, amend and rescind rules and
                  regulations relating to the Plan, including rules and
                  regulations relating to sub-plans established for the purpose
                  of qualifying for preferred tax treatment under foreign tax
                  laws;

                           (x) to allow Optionees to satisfy withholding tax
                  obligations by electing to have the Company withhold from the
                  Shares to be issued upon exercise of an Option or Stock
                  Purchase Right 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


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                  on the date that the amount of tax to be withheld is to be
                  determined. All elections by Optionees to have Shares withheld
                  for this purpose shall be made in such form and under such
                  conditions as the Administrator may deem necessary or
                  advisable; and

                           (xi) to construe and interpret the terms of the Plan
                  and awards granted pursuant to the Plan.

                  (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
         determinations and interpretations of the Administrator shall be final
         and binding on all Optionees.

         5. ELIGIBILITY.

                  (a) Nonstatutory Stock Options and Stock Purchase Rights may
         be granted to Service Providers. Incentive Stock Options may be granted
         only to Employees.

                  (b) Each Option shall be designated in the Option Agreement as
         either an Incentive Stock Option or a Nonstatutory Stock Option. All
         Options that are not designated as Incentive Stock Options are intended
         to be Nonstatutory Stock Options. Notwithstanding designation as
         Incentive Stock Options, to the extent that the aggregate Fair Market
         Value of the Shares with respect to which Incentive Stock Options are
         exercisable for the first time by the Optionee (including as a result
         of acceleration of exercisability under the Plan) during any calendar
         year (under all plans of the Company and any Parent or Subsidiary)
         exceeds the $100,000 rule of Code Section 422(d), such Options shall be
         treated as Nonstatutory Stock Options. For purposes of this SECTION
         5(B), Incentive Stock Options shall be taken into account in the order
         in which they were granted. The Fair Market Value of the Shares shall
         be determined as of the time the Option with respect to such Shares is
         granted.

                  (c) Neither the Plan nor any Option or Stock Purchase Right
         shall confer upon any Optionee any right with respect to continuing the
         Optionee's relationship as a Service Provider with the Company, nor
         shall it interfere in any way with his or her right or the Company's
         right to terminate such relationship at any time, with or without
         cause.

         6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten years unless sooner
terminated under SECTION 14 of the Plan.

         7. TERM OF OPTION. The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
years from the date of grant thereof. 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 10% of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five years
from the date of grant or such shorter term as may be provided in the Option
Agreement.

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         8. OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) The per share exercise price for the Shares to be issued
         upon exercise of an Option shall be such price as is determined by the
         Administrator, but shall be subject to the following:

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

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

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

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

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

                                    (B) granted to any other Service Provider,
                           the per Share exercise price shall be no less than
                           85% of the Fair Market Value per Share on the date of
                           grant.

                           (iii) Notwithstanding the foregoing, Options may be
                  granted with a per Share exercise price other than as required
                  above pursuant to a merger or other corporate transaction.

                  (b) The consideration to be paid for the Shares 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). Such consideration
         may consist of (i) cash, (ii) check, (iii) promissory note, (iv) other
         Shares which (x) in the case of Shares acquired upon exercise of an
         Option, have been owned by the Optionee for more than six months on the
         date of surrender, and (y) have a Fair Market Value on the date of
         surrender equal to the aggregate exercise price of the Shares as to
         which such Option shall be exercised, (v) consideration received by the
         Company under a cashless exercise program implemented by the Company in
         connection with the Plan, or (vi) any combination of the foregoing
         methods of payment. In making its determination as to the type of
         consideration to accept, the Administrator shall consider if acceptance
         of such consideration may be reasonably expected to benefit the
         Company.

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         9. EXERCISE OF OPTION.

                  (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
         Option granted under the Plan shall be exercisable according to the
         terms of the Plan at such times and under such conditions as determined
         by the Administrator and set forth in the Option Agreement. Except in
         the case of Options granted to Officers, Directors and Consultants,
         Options shall become exercisable at a rate of no less than 20% per year
         over five years from the date the Options are granted. Unless the
         Administrator provides otherwise, vesting of Options granted hereunder
         shall be tolled during any unpaid leave of absence. An Option may not
         be exercised for a fraction of a Share.

         An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in SECTION 12 of the Plan.

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

                  (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an
         Optionee ceases to be a Service Provider, such Optionee may exercise
         his or her Option within such period of time as is specified in the
         Option Agreement (of at least 30 days) to the extent that the Option is
         vested on the date of termination (but in no event later than the
         expiration of the term of the Option as set forth in the Option
         Agreement). In the absence of a specified time in the Option Agreement,
         the Option shall remain exercisable for three months following the
         Optionee's termination. If, on the date of termination, the Optionee is
         not vested as to his or her entire Option, the Shares covered by the
         unvested portion of the Option shall revert to the Plan. If, after
         termination, the Optionee does not exercise his or her Option within
         the time specified herein, the Option shall terminate, and the Shares
         covered by such Option shall revert to the Plan. Notwithstanding the
         foregoing, if the Company terminates its relationship with the Optionee
         for "cause" or such relationship is terminated by the Optionee in
         violation of any agreement by the Optionee to remain a Service
         Provider, the Option shall terminate immediately upon termination of
         such relationship and the Option shall be deemed to have been forfeited
         by the Service Provider. For purposes of the Plan, "cause" may include,
         without limitation, any illegal or improper conduct that (i) injures or


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         impairs the reputation, goodwill or business of the Company, (ii)
         involves the misappropriation of funds of the Company, or the misuse of
         data, information or documents acquired in connection with the
         Optionee's relationship with the Company as a Service Provider, (iii)
         is considered a felony under applicable state law, (iv) involves the
         repeated nonprescription use of any controlled substance (including
         alcohol) which the Company, after consultation with a physician who has
         examined the Optionee, determines has rendered the Optionee unfit to
         serve in the capacity of a Service Provider to the Company, or (v)
         violates any other directive or policy promulgated by the Company. A
         termination for "cause" may also include any resignation in
         anticipation of discharge for "cause" or resignation accepted by the
         Company in lieu of a formal discharge for "cause."

         Neither the creation of the Plan nor the granting of Option(s) under
the Plan shall be deemed to create a right in an Employee Optionee to continued
employment with the Company. Each Employee Optionee shall be and shall remain
subject to discharge by the Company as though the Plan had never come into
existence. Except as specifically provided by the Administrator in any
particular case, the loss of existing or potential profit in options granted
under the Plan shall not constitute an element of damages in the event of
termination of the employment of an Employee even if the termination is in
violation of an obligation of the Company to the Employee by contract or
otherwise.

                  (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a
         Service Provider as a result of the Optionee's Disability, the Optionee
         may exercise his or her Option within such period of time as is
         specified in the Option Agreement (of at least six months) to the
         extent the Option is vested on the date of termination (but in no event
         later than the expiration of the term of such Option as set forth in
         the Option Agreement). In the absence of a specified time in the Option
         Agreement, the Option shall remain exercisable for 12 months following
         the Optionee's termination. If, on the date of termination, the
         Optionee is not vested as to his or her entire Option, the Shares
         covered by the unvested portion of the Option shall revert to the Plan.
         If, after termination, the Optionee does not exercise his or her Option
         within the time specified herein, the Option shall terminate, and the
         Shares covered by such Option shall revert to the Plan.

                  (d) DEATH OF OPTIONEE. If an Optionee dies while a Service
         Provider, the Option may be exercised within such period of time as is
         specified in the Option Agreement (of at least six months) to the
         extent that the Option is vested on the date of death (but in no event
         later than the expiration of the term of such Option as set forth in
         the Option Agreement) by the Optionee's estate or by a person who
         acquires the right to exercise the Option by bequest or inheritance. In
         the absence of a specified time in the Option Agreement, the Option
         shall remain exercisable for 12 months following the Optionee's
         termination. If, at the time of death, the Optionee is not vested as to
         the entire Option, the Shares covered by the unvested portion of the
         Option shall immediately revert to the Plan. If the Option is not so
         exercised within the time specified herein, the Option shall terminate,
         and the Shares covered by such Option shall revert to the Plan.

                  (e) REPURCHASE OPTION. Unless the Administrator determines
         otherwise, the Option Agreement shall grant the Company a repurchase
         option exercisable upon the voluntary or involuntary termination of the


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         Optionee's service with the Company for any reason. The purchase price
         for Shares repurchased pursuant to the Option Agreement shall be the
         Fair Market Value of the Shares as of the date of termination.

         10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. The
Option Agreements and Restricted Stock purchase agreements shall provide that
the Options and Stock Purchase Rights 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 PURCHASE RIGHTS.

                  (a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued
         either alone, in addition to, or in tandem with other awards granted
         under the Plan and/or cash awards made outside of the Plan. After the
         Administrator determines that it will offer Stock Purchase Rights under
         the Plan, it shall advise the offeree in writing or electronically of
         the terms, conditions and restrictions related to the offer, including
         the number of Shares that such person shall be entitled to purchase,
         the price to be paid, and the time within which such person must accept
         such offer. The terms of the offer shall comply in all respects with
         Section 260.140.42 of Title 10 of the California Code of Regulations.
         The offer shall be accepted by execution of a Restricted Stock purchase
         agreement in the form determined by the Administrator.

                  (b) REPURCHASE OPTION. Unless the Administrator determines
         otherwise, the Restricted Stock purchase agreement shall grant the
         Company a repurchase option exercisable upon the voluntary or
         involuntary termination of the purchaser's service with the Company for
         any reason. The purchase price for Shares repurchased pursuant to the
         Restricted Stock purchase agreement shall be, in the case of unvested
         shares, the original price paid by the purchaser, and in the case of
         vested shares, the Fair Market Value of the vested shares as of the
         date of termination of employment. The purchase price may be paid by
         cancellation of any indebtedness of the purchaser to the Company. The
         repurchase option shall lapse at such rate as the Administrator may
         determine. Except with respect to Shares purchased by Officers,
         Directors and Consultants, the repurchase option shall in no case lapse
         at a rate of less than 20% per year over five years from the date of
         purchase.

                  (c) OTHER PROVISIONS. The Restricted Stock purchase agreement
         shall contain such other terms, provisions and conditions not
         inconsistent with the Plan as may be determined by the Administrator in
         its sole discretion.

                  (d) RIGHTS AS A SHAREHOLDER. Once the Stock Purchase Right is
         exercised, the purchaser shall have rights equivalent to those of a
         shareholder and shall be a shareholder when his or her purchase is
         entered upon the records of the Company or a duly authorized transfer
         agent of the Company. No adjustment shall be made for a dividend or
         other right for which the record date is prior to the date the Stock
         Purchase Right is exercised, except as provided in SECTION 12 of the
         Plan.

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         12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
         by the shareholders of the Company, the number of shares of Common
         Stock covered by each outstanding Option or Stock Purchase Right, and
         the number of shares of Common Stock which have been authorized for
         issuance under the Plan but as to which no Options or Stock Purchase
         Rights have yet been granted or which have been returned to the Plan
         upon cancellation or expiration of an Option or Stock Purchase Right,
         as well as the price per share of Common Stock covered by each such
         outstanding Option or Stock Purchase Right, shall be proportionately
         adjusted for any increase or decrease in the number of issued shares of
         Common Stock resulting from a stock split, reverse stock split, stock
         dividend, combination or reclassification of the Common Stock, or any
         other increase or decrease in the number of issued shares of Common
         Stock effected without receipt of consideration by the Company. The
         conversion of any convertible securities of the Company shall not be
         deemed to have been "effected without receipt of consideration." Such
         adjustment shall be made by the Board, whose determination in that
         respect shall be final, binding and conclusive. Except as expressly
         provided herein, no issuance by the Company of shares of stock of any
         class, or securities convertible into shares of stock of any class,
         shall affect, and no adjustment by reason thereof shall be made with
         respect to, the number or price of Shares of Common Stock subject to an
         Option or Stock Purchase Right.

                  (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify each Optionee as soon as practicable prior to the effective date
         of such proposed transaction. The Administrator in its discretion may
         provide for an Optionee to have the right to exercise his or her Option
         or Stock Purchase Right until 15 days prior to such transaction as to
         all of the Optioned Stock covered thereby, including Shares as to which
         the Option or Stock Purchase Right would not otherwise be exercisable.
         In addition, the Administrator may provide that any Company repurchase
         option applicable to any Shares purchased upon exercise of an Option or
         Stock Purchase Right shall lapse as to all such Shares, provided the
         proposed dissolution or liquidation takes place at the time and in the
         manner contemplated. To the extent it has not been previously
         exercised, an Option or Stock Purchase Right will terminate immediately
         prior to the consummation of such proposed action.

                  (c) MERGER OR ASSET SALE. In the event of a consolidation of
         the Company with or the merger of the Company into another corporation
         (or other business entity), or the sale of substantially all of the
         assets of the Company, each outstanding Option and Stock Purchase Right
         shall fully vest and the Optionee shall have the immediate right to
         exercise the Option or Stock Purchase Right as to all of the Optioned
         Stock, including Shares as to which it would not otherwise be vested or
         exercisable, unless the Administrator determines otherwise with respect
         to any Optionee. If an Option or Stock Purchase Right becomes fully
         vested and exercisable, the Administrator shall notify the Optionee in
         writing or electronically that the Option or Stock Purchase Right shall
         be fully exercisable for a period of 15 days from the date of such
         notice, and the Option or Stock Purchase Right shall terminate upon the
         expiration of such period.

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         13. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Employee to whom an Option or Stock
Purchase Right 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 terminate the Plan.

                  (b) SHAREHOLDER APPROVAL. The Board shall obtain shareholder
         approval of any Plan amendment to the extent necessary and desirable to
         comply with Applicable Laws.

                  (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
         alteration, suspension or termination of the Plan shall impair the
         rights of any Optionee, unless mutually agreed otherwise between the
         Optionee and the Administrator, which agreement must be in writing and
         signed by the Optionee and the Company. Termination of the Plan shall
         not affect the Administrator's ability to exercise the powers granted
         to it hereunder with respect to Options granted under the Plan prior to
         the date of such termination.

         15. CONDITIONS UPON ISSUANCE OF SHARES.

                  (a) LEGAL COMPLIANCE. 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 shall comply with Applicable Laws
         and shall be further subject to the approval of counsel for the Company
         with respect to such compliance.

                  (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise
         of an Option, the Administrator 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.

         16. INABILITY TO OBTAIN AUTHORITY. 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. RESERVATION OF SHARES. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         18. SHAREHOLDER APPROVAL. The Plan shall be subject to approval by the
shareholders of the Company within 12 months after the date the Plan is adopted.
Such shareholder approval shall be obtained in the degree and manner required
under Applicable Laws.

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<PAGE>

         19. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide
to each Optionee and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and, in
the case of an individual who acquires Shares pursuant to the Plan, during the
period such individual owns such Shares, copies of annual financial statements.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.


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