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                                                                     EXHIBIT 4.3

                    INTERNATIONAL REMOTE IMAGING SYSTEMS, INC

                       1998 Stock Option Plan, as amended

                        (As amended through June 1, 2001)

     1.   PURPOSES OF THE PLAN. The purposes of this 1998 Stock Option Plan are:

          o    to attract and retain the best available personnel for positions
               of substantial responsibility,

          o    to provide additional incentive to Employees, Directors and
               Consultants, and

          o    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.

     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 of the Plan.

          (b) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.

          (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 appointed by the Board in accordance
with Section 4 of the Plan.

          (f) "COMMON STOCK" means the common stock, $.01 par value, of the
Company.

          (g) "COMPANY" means International Remote Imaging Systems, Inc.

          (h) "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is compensated
for such services, provided that the term "Consultant" shall not include
Directors who are paid only a director's fee by the Company or who are not
compensated by the Company for their services as Directors.



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          (i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship is not interrupted or terminated by the
Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Board, including sick leave, military leave, or any
other personal leave; provided, however, that for purposes of Incentive Stock
Options, any such leave may not exceed ninety (90) days, unless reemployment
upon the expiration of such leave is guaranteed by contract (including certain
Company policies) or statute; or (ii) transfers between locations of the Company
or between the Company, its Parent, its Subsidiaries or its successor.

          (j) "DIRECTOR" means a member of the Board.

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

          (l) "EMPLOYEE" means any person, including Officers and Directors
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

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

          (n) "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 National Market System of the National Association of Securities
          Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market
          Value of a Share of Common Stock shall be the closing sales price for
          such stock (or the closing bid, if no sales are reported) as quoted on
          such system or exchange (or the exchange with the greatest volume of
          trading in Common Stock) on the last market trading day prior to the
          day of determination, as reported in the Wall Street Journal or such
          other source as the Administrator deems reliable;

               (ii) If the Common Stock is quoted on the NASDAQ System (but not
          on the National Market System thereof) or is regularly quoted by
          recognized securities dealers but selling prices are not reported, the
          Fair Market Value of a Share of Common Stock 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, as reported in
          the Wall Street journal or such other source as the Administrator
          deems reliable;



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

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

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

          (q) "NOTICE OF GRANT" means a written notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is part of the
Option Agreement.

          (r) "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.

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

          (t) "OPTION AGREEMENT" means a written 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.

          (u) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

          (v) "OPTIONED STOCK" means the Common Stock subject to an Option.

          (w) "OPTIONEE" means an Employee, Director or Consultant who holds an
outstanding Option.

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

          (y) "PLAN" means this 1997 Stock Option Plan.

          (z) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.


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          (aa) "SECTION 162(m)" means Section 162(m) of the Code and the
regulations thereunder, as amended.

          (bb) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

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

          (dd) "TERMINATION EVENT" means (i) any use or disclosure by an
Optionee of confidential information or trade secrets of the Company or any
Parent or Subsidiary in violation of any confidentiality or nondisclosure
agreement by which the Optionee is bound, or (ii) the termination of Optionee's
Continuous Status as an Employee or Consultant for cause as defined pursuant to
applicable law, as a result of a breach of Optionee's employment or consulting
agreement, as a result of theft, fraud or embezzlement, or as a result of any
disclosure or use of confidential information or trade secrets described in part
(i) of this paragraph.

     3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares which may be optioned under the
Plan is One Million Nine Hundred Thousand (1,900,000) Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock. However, should the
Company reacquire Shares which were issued pursuant to the exercise of an
Option, such Shares shall not become available for future grant under the Plan.
[AS AMENDED BY THE BOARD OF DIRECTORS AT MEETING HELD ON MARCH 25, 2001 AND DULY
ADOPTED BY THE STOCKHOLDERS AT THE ANNUAL MEETING OF STOCKHOLDERS HELD ON JUNE
1, 2001.]

     If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).

     4.   ADMINISTRATION OF THE PLAN.

          (a)  PROCEDURE.

               (i)  MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule 16b-3,
          the Plan may be administered by different bodies with respect to
          Directors, Officers who are not Directors, and Employees who are
          neither Directors nor Officers.



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               (ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS
          SUBJECT TO Section 16(b). With respect to Option grants made to
          Directors or to Employees who are also Officers or Directors subject
          to Section 16(b) of the Exchange Act, the Plan shall be administered
          by (A) the Board, if the Board may administer the Plan in compliance
          with the requirements for grants under the Plan to be exempt
          acquisitions under Rule 16b-3, or (B) a committee designated by the
          Board to administer the Plan, which committee shall consist of
          "Non-Employee Directors" within the meaning of Rule 16b-3. Once
          appointed, such Committee shall continue to serve in its designated
          capacity until otherwise directed by the Board. From time to time the
          Board may increase the size of the Committee and appoint additional
          members, remove members (with or without cause) and substitute new
          members, fill vacancies (however caused), and remove all members of
          the Committee and thereafter directly administer the Plan, all to the
          extent permitted by the requirements for grants under the Plan to be
          exempt acquisitions under Rule 16b-3.

               (iii) ADMINISTRATION WITH RESPECT TO COVERED EMPLOYEES SUBJECT TO
          SECTION 162(m) OF THE CODE. With respect to Option grants made to
          Employees who are also "covered employees" within the meaning of
          Section 162(m) of the Code and the regulations thereunder, as amended,
          the Plan shall be administered by a committee designated by the Board
          to administer the Plan, which committee shall be constituted to
          satisfy the requirements applicable to Options intended to qualify as
          "performance-based compensation" under Section 162(m). Once appointed,
          such Committee shall continue to serve in its designated capacity
          until otherwise directed by the Board. From time to time the Board may
          increase the size of the Committee and appoint additional members,
          remove members (with or without cause) and substitute new members,
          fill vacancies (however caused), and remove all members of the
          Committee and thereafter directly administer the Plan, all to the
          extent permitted by the rules applicable to Options intended to
          qualify as "performance-based compensation" under Section 162(m).

               (iv) ADMINISTRATION WITH RESPECT TO OTHER PERSONS. With respect
          to Option grants made to Employees or Consultants who are neither
          Directors nor Officers of the Company, the Plan shall be administered
          by (A) the Board or (B) a committee designated by the Board, which
          committee shall be constituted to satisfy Applicable Laws. Once
          appointed, such Committee shall serve in its designated capacity until
          otherwise directed by the Board. The Board may increase the size of
          the Committee and appoint additional members, remove members (with or
          without cause) and substitute new members, fill vacancies (however
          caused), and remove all members of the Committee and thereafter
          directly administer the Plan, all to the extent permitted by
          Applicable Laws.




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

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

               (ii) to select the Directors, Consultants and Employees to whom
          Options may be granted hereunder;

               (iii) to determine whether and to what extent Options are granted
          hereunder;

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

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

               (vi) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any award granted hereunder. Such terms and
          conditions include, but are not limited to, the exercise price, the
          time or times when Options 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 the shares of Common Stock relating thereto based in
          each case on such factors as the Administrator, in its sole
          discretion, shall determine;

               (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 shall have declined since the date the Option
          was granted;

               (viii) to construe and interpret the terms of the Plan;

               (ix) to prescribe, amend and rescind rules and regulations
          relating to the Plan;

               (x) to modify or amend each Option (subject to Section 14(c) of
          the Plan);

               (xi) to authorize any person to execute on behalf of the Company
          any instrument required to effect the grant of an Option previously
          granted by the Administrator;

               (xii) to institute an Option Exchange Program;




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               (xiii) to determine the terms and restrictions applicable to
          Options; and

               (xiv) to make all other determinations deemed necessary or
          advisable for administering the Plan.

               (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
          decisions, determinations and interpretations shall be final and
          binding on all Optionees and any other holders of Options.

     5. ELIGIBILITY. Nonstatutory Options may be granted to Directors, Employees
and Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option may
be granted additional Options.

     6. LIMITATIONS.

          (a) Each Option shall be designated in the Notice of Grant as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of Shares subject to an Optionee's incentive stock options (whether
granted by the Company, any Parent or Subsidiary) which become exercisable for
the first time during any calendar year (under all plans of the Company or any
Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), incentive stock
options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time of grant.

          (b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.

          (c) No Officer shall be granted in any fiscal year of the Company
Options to purchase more than Three Hundred Thousand (300,000) Shares. The
foregoing limitation set forth in this Section 6(c) is intended to satisfy the
requirements applicable to Options intended to qualify as "performance-based
compensation" (within the meaning of Section 162(m)). In the event the
Administrator determines that such limitation is not required to qualify Options
as performance-based compensation, the Administrator may modify or eliminate
such limitation.

     7. TERM OF THE PLAN. The Plan shall become effective upon its adoption by
the Board and shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.




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     8. TERM OF OPTION. The term of each Option shall be stated in the Notice of
Grant; provided, however, that in the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Notice of Grant. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.

     9.   OPTION EXERCISE PRICE AND CONSIDERATION.

          (a) EXERCISE PRICE. The price per share exercise price for the Share
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

               (i)  In the case of an Incentive Stock Option

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

                    (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, the per Share
     exercise price shall be determined in the discretion of the Committee, and
     may be more or less than the Fair Market Value per Share on the date of
     grant.

          (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.



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          (c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

               (i)  cash;

               (ii) a promissory note made by the Optionee in favor of the
     Company;

               (iii) if permitted by the Administrator, in its sole discretion,
     other Shares which (A) 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 (B) have a Fair Market Value on the date of
     surrender equal to the aggregate exercise price of the Shares as to which
     said Option shall be exercised;

               (iv) delivery of a properly executed exercise notice together
     with such other documentation as the Administrator and the Optionee's
     broker, if applicable, shall require to effect an exercise of the Option
     and delivery to the Company of the sale or loan proceeds required to pay
     the exercise price;

               (v) any combination of the foregoing methods of payment; or

               (vi) such other consideration and method of payment for the
     issuance of Shares to the extent permitted by the Administrator and
     Applicable Laws.

     10. EXERCISE OF OPTION.

          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.

          An Option may not be exercised for a fraction of a Share.


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          An Option shall be deemed exercised when the Company receives: (1)
written notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, (ii) full payment for the Shares with
respect to which the Option is exercised and (iii) all representations,
indemnifications and documents reasonably requested by the Administrator. 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 stock certificate evidencing such Shares is 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 Optioned Stock,
notwithstanding the exercise of the Option. Subject to Section 12, the Company
shall issue (or cause to be issued) such stock certificate 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 stock certificate is issued,
except as provided in Section 13 of the Plan.

          Exercising an Option in any manner shall decrease 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) ACCELERATED TERMINATION OF OPTION TERM. Notwithstanding anything
to the contrary contained in the Plan, an Optionee's Options under the Plan
shall terminate and cease to be exercisable immediately upon the occurrence of a
Termination Event with respect to such Optionee.

          (c) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the event
that an Optionee's Continuous Status as an Employee or Consultant terminates
(other than upon the Optionee's death or Disability or as a result of a
Termination Event), the Optionee may exercise his or her Option, but only within
such period of time as is determined by the Administrator, and only to the
extent that the Optionee was entitled to exercise it at the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant). In the case of an Incentive Stock Option, the
Administrator shall determine such period of time (in no event to exceed ninety
(90) days from the date of termination) when the Option is granted. If, at the
date of termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable 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 by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.




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          (d) DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous
Status as an Employee or Consultant terminates as a result of the Optionee's
Disability, the Optionee may exercise his or her Option at any time within
twelve (12) months from the date of such termination, but only to the extent
that the Optionee was entitled to exercise it at the date of such termination
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant). If, at the date of termination the Optionee is
not entitled to exercise his or her entire Option, the Shares covered by the
unexercisable 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.

          (e) DEATH OF OPTIONEE. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by unexercisable portion
of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquires the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

     11. NON-TRANSFERABILITY OF OPTIONS.

          (a) NO TRANSFER. An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee.

          (b) DESIGNATION OF BENEFICIARY. An Optionee may file a written
designation of a beneficiary who is to receive any Options that remain
unexercised in the event of the Optionee's death. If an Optionee is married and
the designated beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective. Such designation of beneficiary may be
changed by the Optionee at any time by written notice, subject to the above
spousal consent conditions.


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          (c) EFFECT OF NO DESIGNATION. In the event of the death of the
Optionee and in the absence of a beneficiary validly designated under the Plan
who is living at the time of such Optionee's death, the Company shall deliver
such options to the executor or administrator of the estate of the Optionee, or
if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such options to the spouse
or to any one or more dependents or relatives of the participant, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.

     12. WITHHOLDING TAXES. Upon (i) the disposition by an Optionee of shares of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option
within two years of the granting of such Incentive Stock Option or within one
year after exercise of such Incentive Stock Option, or (ii) the exercise of a
Nonstatutory Stock Option, the Company shall have the right to require such
Optionee to pay the Company the amount of any taxes which the Company may be
required to withhold with respect to such shares of Common Stock.

     13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, if the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares of securities of the Company through reorganization, recapitalization,
reclassification, stock combination, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares as to which Options may
be granted under this Plan. A corresponding adjustment changing the number or
kind of shares allocated to unexercised Options which have been granted prior to
any such change, shall likewise be made. Any such adjustment in the outstanding
Options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the Options but with a corresponding adjustment in
the price for each share or other unit of any security covered by the Option.
Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive.

          (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option had not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the exercise of
its sole discretion in such instances, declare that any Option shall terminate
as of a date fixed by the Administrator and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.


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          (c) MERGER OR ASSET SALE. In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company or a similar event that the Administrator determines, in its
discretion, would materially alter the structure of the Company or its
ownership, the Administrator, upon 30 days prior written notice to the Option
holders, may, in its discretion, do one or more of the following: (i) shorten
the period during which Options are exercisable (provided they remain
exercisable for at least 30 days after the date the notice is given); (ii)
accelerate any vesting schedule to which an Option is subject; (iii) arrange to
have the surviving or successor entity grant replacement options with
appropriate adjustments in the number and kind of securities and option prices;
or (iv) cancel Options upon payment to the Optionees in cash, with respect to
each Option to the extent then exercisable (including any Options as to which
the exercise has been accelerated as contemplated in clause (ii) above), of an
amount equal to the excess of the Fair Market Value of the number of Shares as
to which the Option is then exercisable (at the effective time of the merger,
reorganization, sale of other event) over the aggregate exercise price with
respect to such Shares. The Administrator may also provide for one or more of
the foregoing alternatives in any particular Option Agreement.

     14. DATE OF GRANT. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator;
provided, however, the date of grant of an Option shall be, for all purposes, no
earlier than the date on which the Optionee commences employment with the
Company. Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.

          (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter
or suspend or terminate the Plan.

          (b) SHAREHOLDER APPROVAL. The Company shall obtain shareholder
approval of the Plan and any amendment if and to the extent necessary under
Applicable Law or the rules of any exchange or quotation system on which the
Common Stock is then listed or quoted. The Company may voluntarily obtain
shareholder approval of the Plan and any amendment if and to the extent the
Board determines such approval is desirable, including, without limitation, to
qualify for special treatment of option grants under Rule 16b-3 of the Exchange
Act, Section 422 of the Code or Section 162(m) of the Code.

          (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of an 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.




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     16.  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 all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
the requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted, and any other requirements of law or of any
regulatory bodies having jurisdiction over such issuance and delivery, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance. Any securities delivered under the Plan shall be subject to
such restrictions, and the person acquiring such securities shall, if requested
by the Company, provide such assurances and representations to the Company as
the Company may deem necessary or desirable to assure compliance with all
applicable legal requirements. To the extent permitted by Applicable Law, the
Plan and options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

          (b) INVESTMENT REPRESENTATION. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell, transfer or
distribute such Shares.

     17.  LIABILITY OF COMPANY.

          (a) 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.

          (b) GRANTS EXCEEDING ALLOTTED SHARES. If the Optioned Stock covered by
an Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional shareholder approval, such Option shall
be void with respect to such excess Optioned Stock, unless shareholder approval
of an amendment sufficiently increasing the number of Shares subject to the Plan
is timely obtained in accordance with Section 14(b) of the Plan.



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<PAGE>   15

          (c) RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Company shall pay
all amounts payable hereunder only to the Optionee or beneficiaries entitled
thereto pursuant to the Plan. The Company shall not be liable for the debts,
contracts or engagements of any Optionee or his or her beneficiaries, and rights
to Shares or cash payments under the Plan may not be taken in execution by
attachment or garnishment, or by any other legal or equitable proceeding while
in the hands of the Company.

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

     19. GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with the laws of the State of Delaware (without giving effect to
conflicts of law principles).



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