EX-4.1
                  EMPLOYEE STOCK INCENTIVE PLAN

                              CALBATECH, INC.
                       EMPLOYEE STOCK INCENTIVE PLAN

     1.  GENERAL PROVISIONS

     1.1  Purpose.

     The Stock Incentive Plan (the "Plan") is intended to allow
designated officers, employees  and certain non-employees (all of whom
are sometimes collectively referred to herein as "Employees" of
CalbaTech, Inc., a Nevada corporation ("CTI") and its Subsidiaries (as
that term is defined below) which it may have from time to time (CTI and
such Subsidiaries are referred to herein as the "Company") to receive
certain options ("Stock Options") to purchase  CTI common stock, one
tenth of one cent ($0.001) par value ("Common Stock"), and to receive
grants of Common Stock subject to certain restrictions ("Awards").  As
used in this Plan, the term "Subsidiary" shall mean each corporation
which is a "subsidiary corporation" of CTI within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code").
The purpose of this Plan is to provide Employees with equity-based
compensation incentives to make significant and extraordinary
contributions to the long-term growth and performance of the Company, and
to attract and retain Employees.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the 1) Compensation Committee
of the Board of Directors of CTI or 2) the Board of Directors of CTI (the
"Board"), hereinafter collectively the "Committee".   The Committee shall
select one of its members as Chairman and shall act by vote of a majority
of a quorum, or by unanimous written consent.  A majority of its members
shall constitute a quorum.  The Committee shall be governed by the
provisions of  CTI Bylaws and of Nevada law applicable to the Board,
except as otherwise provided herein or determined by the Board.

     1.2.2  The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of the Plan:  to
approve the Employees nominated by the management of the Company to be
granted Awards or Stock Options; to determine the number of Awards or
Stock Options to be granted to an Employee; to determine the time or
times at which Awards or Stock Options shall be granted; to establish the
terms and conditions upon which Awards or Stock Options may be exercised;
to remove or adjust any restrictions and conditions upon Awards or Stock
Options; to specify, at the time of grant, provisions relating to
exercisability of Stock Options and to accelerate or otherwise modify the
exercisability of any Stock Options; and to adopt such rules and regulations
and to make all other determinations deemed necessary or desirable for the
administration of the Plan.  All interpretations and constructions of the Plan
by the Committee, and all of its actions hereunder, shall be binding and
conclusive on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless each
Committee member and each employee of the Company, and the estate and
heirs of such Committee member or employee, against all claims,
liabilities, expenses, penalties, damages or other pecuniary losses,
including legal fees, which such Committee member or employee, his or her
estate or heirs may suffer as a result of his or her responsibilities,
obligations or duties in connection with the Plan, to the extent that
insurance, if any, does not cover the payment of such items.  No member
of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Award or
Stock Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the Committee
from those Employees who, in the opinion of the management of the
Company, are in positions which enable them to make significant contri-
butions to the long-term performance and growth of the Company.  In
selecting Employees to whom Stock Options or Awards may be granted,
consideration shall be given to factors such as employment position,
duties and responsibilities, ability, productivity, length of service,
morale, interest in the Company and recommendations of supervisors.

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Two Million (2,000,000) subject to
adjustment pursuant to the provisions of paragraph 4.1.  If shares of
Common Stock awarded or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares shall be
cancelled and thereafter shall again be available for purposes of the
Plan.  If a Stock Option expires, terminates or is cancelled for any
reason without having been exercised in full, the shares of Common Stock
not purchased thereunder shall again be available for purposes of the Plan.

     2.  PROVISIONS RELATING TO STOCK OPTIONS

     2.1  Grants of Stock Options.

     The Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the Company
as the Committee, in its discretion, may determine.   Stock Options
granted under the Plan shall constitute "incentive stock options" within
the meaning of Section 422 of the Code, if so designated by the Committee
on the date of grant.  The Committee shall also have the discretion to
grant Stock Options which do not constitute incentive stock options, and
any such Stock Options shall be designated non-statutory stock options by
the Committee on the date of grant.  The aggregate fair market value
(determined as of the time an incentive stock option is granted) of the
Common Stock with respect to which incentive stock options are exercis-
able for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section 422 of
the Code (currently one hundred thousand dollars ($100,000.00)).  Non-
statutory stock options shall not be subject to the limitations relating
to incentive stock options contained in the preceding sentence.  Each
Stock Option shall be evidenced by a written agreement (the "Option
Agreement") in a form approved by the Committee, which shall be executed
on behalf of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of this
Plan.  In the discretion of the Committee, Stock Options may include
provisions (which need not be uniform), authorized by the Committee in
its discretion, that accelerate an Employee's rights to exercise Stock
Options following a "Change in Control," upon termination of such
Employee employment by the Company without "Cause" or by the Employee for
"Good Reason," as such terms are defined in paragraph 3.1 hereof.  The
holder of a Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be Fifty-Six Cents
($0.56) which was determined by a multiple of a Twenty-Percent discount
to the most recent bid price of the Common Stock of the Company, Seventy
Cents ($0.70).  For an employee holding greater than ten percent (10%) of
the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at
least one hundred and ten percent (110%) of the fair market value of the
Common Stock, as above determined to be Seventy Cents ($0.70) and thereby
is hereby determined to be Seventy-Seven Cents ($0.77).

     2.3  Option Period.

     The Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such shorter
period as is determined by the Committee.    Each Stock Option shall
provide that it is exercisable over its term in such periodic
installments as the Committee in its sole discretion may determine.  Such
provisions need not be uniform.  Section 16(b) of the Exchange Act
exempts persons normally subject to the reporting requirements of Section
16(a) of the Exchange Act ("Section 16 Reporting Persons") pursuant to a
qualified employee stock option plan from the normal requirement of not
selling until at least six (6) months and one day from the date the Stock
Option is granted.  In addition,under Section 16(b), the Board of
Directors has the authority to approve any transaction normally subject
to the requirements under Section 16 and thereby definitively determine
that such transaction does not come under the provisions of Section 16.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price and an
executed Notice and Agreement of Exercise in the form prescribed by
paragraph 2.4.2.  Payment may be made (i) in cash by cashier's or
certified check, (ii) by cashless exercise, (iii) by surrender of
previously owned shares of the Company's Common Stock valued pursuant to
paragraph 2.2 (if the Committee authorizes payment in stock in its
discretion), (iv) by withholding from the Option Shares which would
otherwise be issuable upon the exercise of the Stock Option that number
of Option Shares equal to the exercise price of the Stock Option, if such
withholding is authorized by the Committee in its discretion, or (v) in
the discretion of the Committee, by the delivery to the Company of the
optionee's promissory note secured by the Option Shares, bearing interest
at a rate sufficient to prevent the imputation of interest under Sections
483 or 1274 of the Code, and having such other terms and conditions as
may be satisfactory to the Committee.

     2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the
Committee in its discretion.  Such Notice and Agreement of Exercise shall
set forth the agreement of the Employee that:  (a) no Option Shares will
be sold or otherwise distributed in violation of the Securities Act of
1933 (the "Securities Act") or any other applicable federal or state
securities laws, (b) each Option Share certificate may be imprinted with
legends reflecting any applicable federal and state securities law
restrictions and conditions and (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would expire
for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Continuous Employment.

     Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the Company.
 For purposes of this paragraph 2.5, the period of continuous employment
of an Employee with the Company shall be deemed to include (without
extending the term of the Stock Option) any period during which such
Employee is on leave of absence with the consent of the Company, provided
that such leave of absence shall not exceed three (3) months and that
such Employee returns to the employ of the Company at the expiration of
such leave of absence.  If such Employee fails to return to the employ of
the Company at the expiration of such leave of absence, such Employee's
employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous employment of an
Employee with the Company shall also be deemed to include any period
during which such Employee is a member of the Armed Forces of the United
States, provided that such Employee returns to the employ of the Company
within ninety (90) days (or such longer period as may be prescribed by
law) from the date such Employee first becomes entitled to discharge.  If
an Employee does not return to the employ of the Company within ninety
(90) days (or such longer period as may be prescribed by law) from the
date such Employee first becomes entitled to discharge, such Employee's
employment with the Company shall be deemed to have terminated as of the
date such Employee's military service ended.

     2.6  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution.  No interest of any
Employee under the Plan shall be subject to attachment, execution,
garnishment, sequestration, the laws of bankruptcy or any other legal or
equitable process.  Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by such Employee or by
such Employee's legal representative.

     2.7  Termination of Employment.

     2.7.1  Upon an Employee's Retirement, Disability (both terms being
defined below) or death, (a) all Stock Options to the extent then
presently exercisable shall remain in full force and effect and may be
exercised pursuant to the provisions thereof, including expiration at the
end of the fixed term thereof, and (b) unless otherwise provided by the
Committee, all Stock Options to the extent not then presently exercisable
by such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

     2.7.2  Upon the termination of the employment of an Employee with the
Company for any reason other than the reasons set forth in paragraph
2.7.1 hereof, (a) all Stock Options to the extent then presently
exercisable by such Employee shall remain exercisable only for a period
of ninety (90) days after the date of such termination of employment
(except that the ninety (90) day period shall be extended to twelve (12)
months if the Employee shall die during such ninety (90) day period), and
may be exercised pursuant to the provisions thereof, including expiration
at the end of the fixed term thereof, and (b) unless otherwise provided
by the Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of such
termination of employment and shall not be exercisable thereafter.

     2.7.3  For purposes of this Plan:

     (a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee attains
the age of sixty-five (65) years; and

     (b)  "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of such Employee's employment
with the Company, which disability shall be determined: (i) on medical
evidence by a licensed physician designated by the Committee, or (ii) on
evidence that the Employee has become entitled to receive primary
benefits as a disabled employee under the Social Security Act in effect
on the date of such disability.

     3.  PROVISIONS RELATING TO AWARDS

     3.1  Grant of Awards.

     Subject to the provisions of the Plan, the Committee shall have full
and complete authority, in its discretion, but subject to the express
provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)
determine the number of shares of Common Stock subject to each Award
("Award Shares"), (iii) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to
be paid by the Employee for such Common Stock, which may, in the
Committee's discretion, consist of the delivery of the Employee's
promissory note meeting the requirements of paragraph 2.4.1, (iv)
establish and modify performance criteria for Awards, and (v) make all of
the determinations necessary or advisable with respect to Awards under
the Plan.  Each award under the Plan shall consist of a grant of shares
of Common Stock subject to a restriction period (after which the
restrictions shall lapse), which shall be a period commencing on the date
the award is granted and ending on such date as the Committee shall
determine (the "Restriction Period").  The Committee may provide for the
lapse of restrictions in installments, for acceleration of the lapse of
restrictions upon the satisfaction of such performance or other criteria
or upon the occurrence of such events as the Committee shall determine,
and for the early expiration of the Restriction Period upon an Employee's
death, Disability or Retirement as defined in paragraph 2.7.3, or,
following a Change of Control, upon termination of an Employee's
employment by the Company without "Cause" or by the Employee for "Good
Reason," as those terms are defined herein.  For purposes of this Plan:

     "Change of Control" shall be deemed to occur (a) on the date the
Company first has actual knowledge that any person (as such term is used
in Sections 13(d) and 14(d) (2) of the Exchange Act) has become the
beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing forty
percent (40%) or more of the combined voting power of the Company's then
outstanding securities, or (b) on the date the shareholders of the
Company approve (i) a merger of the Company with or into any other
corporation in which the Company is not the surviving corporation or in
which the Company survives as a subsidiary of another corporation, (ii) a
consolidation of the Company with any other corporation, or (iii) the
sale or disposition of all or substantially all of the Company's assets
or a plan of complete liquidation.

     "Cause," when used with reference to termination of the employment
of an Employee by the Company for "Cause," shall mean:

     (a)  the Employee's continuing willful and material breach of his or
her duties to the Company after he or she receives a demand from the
Chief Executive of the Company specifying the manner in which he or she
has willfully and materially breached such duties, other than any such
failure resulting from Disability of the Employee or his or her
resignation for "Good Reason," as defined herein; or

     (b)  the conviction of the Employee of a felony; or

     (c)  the Employee's commission of fraud in the course of his or her
employment with the Company, such as embezzlement or other material and
intentional violation of law against the Company; or

     (d)  the Employee's gross misconduct causing material harm to the
Company.

     "Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within ninety
(90) days prior to the Employee's resignation, unless the Employee shall
have consented thereto in writing:

     (a)  the assignment to the Employee of duties inconsistent with his
or her executive status prior to the Change of Control or a substantive
change in the officer or officers to whom he or she reports from the
officer or officers to whom he or she reported immediately prior to the
Change of Control; or

     (b)  the elimination or reassignment of a majority of the duties and
responsibilities that were assigned to the Employee immediately prior to
the Change of Control; or

     (c)  a reduction by the Company in the Employee's annual base salary
as in effect immediately prior to the Change of Control; or

     (d)  the Company's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment immediately
prior to the Change of Control, except for required travel on the
Company's business to an extent substantially consistent with the
Employee's business travel obligations immediately prior to the Change of
Control; or

     (e)  the failure of the Company to grant the Employee a performance
bonus reasonably equivalent to the same percentage of salary the Employee
normally received prior to the Change of Control, given comparable
performance by the Company and the Employee; or

     (f)  the failure of the Company to obtain a satisfactory Assumption
Agreement (as defined in paragraph 4.12 of the Plan) from a successor, or
the failure of such successor to perform such Assumption Agreement.

     3.2  Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a written
agreement (an "Incentive Agreement") in a form approved by the Committee
and executed by the Company and the Employee to whom the Award is
granted.  Each Incentive Agreement shall be subject to the terms and
conditions of the Plan and other such terms and conditions as the
Committee may specify.

     3.3  Waiver of Restrictions.

     The Committee may modify or amend any Award under the Plan or waive
any restrictions or conditions applicable to such Awards; provided,
however, that the Committee may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the
benefits to any Employee, or adversely affects the rights of any Employee
without his or her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock under the
Plan, even during the Restriction Period, an Employee shall be the holder
of record of the shares and shall have all the rights of a shareholder
with respect to such shares, subject to the terms and conditions of the
Plan and the Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no shares
of Common Stock received pursuant to the Plan shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period applicable to such shares.  Any purported disposition
of such Common Stock in violation of this paragraph 3.4.2 shall be null
and void.

     3.4.3  If an Employee's employment with the Company terminates prior
to the expiration of the Restriction Period for an Award, subject to any
provisions of the Award with respect to the Employee's death, Disability
or Retirement, or Change of Control, all shares of Common Stock subject
to the Award shall be immediately forfeited by the Employee and
reacquired by the Company, and the Employee shall have no further rights
with respect to the Award.  In the discretion of the Committee, an
Incentive Agreement may provide that, upon the forfeiture by an Employee
of Award Shares, the Company shall repay to the Employee the
consideration (if any) which the Employee paid for the Award Shares on
the grant of the Award.  In the discretion of the Committee, an Incentive
Agreement may also provide that such repayment shall include an interest
factor on such consideration from the date of the grant of the Award to
the date of such repayment.

     3.4.4  The Committee may require under such terms and conditions as it
deems appropriate or desirable that (i) the certificates for Common Stock
delivered under the Plan are to be held in custody by the Company or a
person or institution designated by the Company until the Restriction
Period expires, (ii) such certificates shall bear a legend referring to
the restrictions on the Common Stock pursuant to the Plan, and (iii) the
Employee shall have delivered to the Company a stock power endorsed in
blank relating to the Common Stock.

     4.  MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Award, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of Common Stock
which results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(i) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had such
Employee been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and
(ii) upon the lapse of restrictions of the Award Shares, the Employee
shall receive the number and class of shares such Employee would have
received if the restrictions on the Award Shares had lapsed on the date
of such change or increase or decrease in the number of issued shares of
the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which CTI is not the
surviving corporation or in which CTI survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially
all of the property of the Company to another corporation, or any
dividend or distribution to shareholders of more than ten percent (10%)
of the Company's assets, adequate adjustment or other provisions shall be
made by the Company or other party to such transaction so that there
shall remain and/or be substituted for the Option Shares and Award Shares
provided for herein, the shares, securities or assets which would have
been issuable or payable in respect of or in exchange for such Option
Shares and Award Shares then remaining, as if the Employee had been the
owner of such shares as of the applicable date.  Any securities so
substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state, local or
foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise ("Tax Liability"), to ensure the
payment of any such Tax Liability.  The Company may provide for the
payment of any Tax Liability by any of the following means or a
combination of such means, as determined by the Committee in its sole and
absolute discretion in the particular case:  (i) by requiring the
Employee to tender a cash payment to the Company, (ii) by withholding
from the Employee's salary, (iii) by withholding from the Option Shares
which would otherwise be issuable upon exercise of the Stock Option, or
from the Award Shares on their grant or date of lapse of restrictions,
that number of Option Shares or Award Shares having an aggregate fair
market value (determined in the manner prescribed by paragraph 2.2) as of
the date the withholding tax obligation arises in an amount which is
equal to the Employee's Tax Liability or (iv) by any other method deemed
appropriate by the Committee.  Satisfaction of the Tax Liability of a
Section 16 Reporting Person may be made by the method of payment
specified in clause (iii) above only if the following two conditions are
satisfied:

     (a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and one
day following the date of grant of such Stock Option or Award; and

     (b)  the withholding of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election ("Withholding Election") made by
such Employee at least six months in advance of the withholding of
Options Shares or Award Shares, or (ii) on a day within a ten-day "window
period" beginning on the third business day following the date of release
of the Company's quarterly or annual summary statement of sales and
earnings.

Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Committee at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed to be
salary or other compensation to any Employee for purposes of any pension,
thrift, profit-sharing, stock purchase or any other employee benefit plan
now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Board of Directors may at any time suspend, amend or terminate
this Plan.  .

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Committee shall
be binding upon all heirs, successors and assigns of the Company and of
Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and Incentive
Agreements) shall be, in substance and form, as established and modified
by the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event
of any conflict between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover, no provision
of this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty toward the Company or wrongfully uses or
discloses any trade secret, confidential data or other information
proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as determined
by the Committee, in its sole and absolute discretion, such Employee
shall forfeit all rights and benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective April 29, 2003.  No
Stock Options or Awards may be granted under this Plan after April 29, 2013.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Approval.

     No Stock Option shall be exercisable, or Award granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to the
consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder.  Such assumption and agreement shall be set forth
in a written agreement in form and substance satisfactory to the
Committee (an "Assumption Agreement"), and shall include such
adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional provisions, if
any, as the Committee shall require and approve, in order to preserve
such benefits to the Employees.  Without limiting the generality of the
foregoing, the Committee may require an Assumption Agreement to include
satisfactory undertakings by a successor:

     (a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under the
Plan, or on the exercise of Stock Options;

     (b)  if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock awarded thereunder, to refrain
from interfering with the Company's ability to satisfy such performance
criteria or to agree to modify such performance criteria and/or waive any
criteria that cannot be satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession then
under consideration.

     IN WITNESS WHEREOF, this Plan has been executed effective as of the
29th day of April 2003.

                                            CalbaTech, Inc.


                                            By: /s/  James DeOlden
                                            James DeOlden, CEO