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                                                                     EXHIBIT 4.3

                    SUNRISE TECHNOLOGIES INTERNATIONAL, INC.

                        SUPPLEMENTAL EMPLOYEE STOCK PLAN

                            Adopted December 21, 2000


        1. Purpose.

                The Company, by means of the Plan and the individual
Supplemental Employee Stock Agreements issued thereunder, desires from time to
time to provide bonuses, stock grants in connection with performance, restricted
stock awards, and severance awards to certain Eligible Employees, subject to
such terms and conditions established by the Award Committee. It is the
intention of the Company that this Plan be a welfare benefit plan under ERISA.

        2. Definitions.

                Whenever used in this Plan, unless the context clearly indicates
otherwise, the following words shall have the following meaning:

                (a) "AFFILIATE" means affiliate, as provided under Rule 12b-2 of
the General Rules and Regulations of the Exchange Act.

                (b) "AWARD COMMITTEE" means, at any given point in time, the
individual serving in the capacity of President and Chief Executive Officer of
the Company and the individual serving in the capacity of Chief Operating
Officer of the Company.

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

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

                (e) "COMMON STOCK" means the common stock of the Company.

                (f) "COMPANY" means Sunrise Technologies International, Inc., a
Delaware corporation.

                (g) "ELIGIBLE EMPLOYEE" means any person employed by the Company
who is not an Officer at the date of the grant of the Stock Award.

                (h) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations thereunder.

                (i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

                (j) "FAIR MARKET VALUE" means, as of any date, the value of the
Common Stock determined by the Award Committee.


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                (k) "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.

                (l) "PLAN" means this Sunrise Technologies International, Inc.
Supplemental Employee Stock Plan.

                (m) "PLAN YEAR" means the fiscal year of the Plan and is the
twelve month period ending December 31.

                (n) "STOCK AWARD" means the consideration provided to an
Eligible Employee pursuant to the individual Stock Award Agreement. The
consideration may be in the form of cash, Common Stock or a combination thereof.

                (o) "SUPPLEMENTAL EMPLOYEE STOCK AGREEMENT" means the stock
award agreement entered into between the Company and the Eligible Employee
pursuant to this Plan.

        3. Administration.

                (a) ADMINISTRATION BY AWARD COMMITTEE. The Award Committee shall
administer the Plan and be deemed the "administrator" as provided in Section
3(16)(A) of ERISA. In the absence of an Award Committee, the Board shall
administer the Plan, and all references herein to the Award Committee shall
refer to the Board.

                (b) POWERS OF AWARD COMMITTEE. The Award Committee shall have
the power, subject to, and within the limitations of, the express provisions of
the Plan.

                        (i) To determine the provisions of each Stock Award to
the extent not specified in the Plan.

                        (ii) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Award Committee, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective.

                        (iii) To adopt the form of Stock Award Agreement for
each grant subject to the provisions of Section 5.

                        (iv) To amend the Plan as provided in Section 10.

                        (v) Generally, to exercise such powers and to perform
such acts as the Award Committee deems necessary or expedient to promote the
best interests of the Company that are not in conflict with the provisions of
the Plan.
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                (c) EFFECT OF AWARD COMMITTEE'S DECISION. All determinations,
interpretations and constructions made by the Award Committee in good faith
shall not be subject to review by any person and shall be final, binding and
conclusive on all persons.

        4. Shares Subject to the Plan.

                (a) SHARE RESERVE. Subject to the provisions of Section 7
relating to adjustments upon changes in the Common Stock, the Common Stock that
may be issued as Stock Awards shall not exceed in the aggregate 160,000 shares
of Common Stock.

                (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Common
Stock granted pursuant to the Plan shall for any reason be forfeited, the shares
of Common Stock shall revert to and again become available for issuance under
the Plan.

                (c) SOURCE OF SHARES. The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.

        5. Eligibility and Grant of Stock Awards.

                The Stock Awards shall be granted under the Plan at such time
and in such amounts to those Eligible Employees designated by the Award
Committee. All Stock Awards granted hereunder shall be evidenced by a
Supplemental Employee Stock Agreement that shall specify the date of the Stock
Award, the amount and form of the Stock Award and such other provisions as the
Award Committee shall determine. Individual Stock Awards and Supplemental
Employee Stock Agreements need not be the same for each designated Eligible
Employee.

        6. Withholding Obligations.

                The Company shall have the power and the right to deduct or
withhold, or require an Eligible Employee to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.

        7. Capitalization Adjustments.

                If any change is made in the stock subject to the Plan without
the receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject
to the Plan pursuant to subsection 4(a). The Board shall make such adjustments,
and its determination shall


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be final, binding and conclusive (The conversion of any convertible securities
of the Company shall not be treated as a transaction "without receipt of
consideration" by the Company).

        8. Indemnification.

                The Company shall indemnify and hold harmless each member of the
Award Committee and the Board from any and all claims, losses, damages, expenses
(including reasonable counsel fees approved by the Company), and liability
(including any reasonable amounts paid in settlement with the Company's
approval), arising from any act or omission of such members except when the same
is judicially determined to be due to the gross negligence or willful misconduct
of such member.

        9. No Contract for Continued Services.

                This Plan shall not be construed as creating any contract for
continued services between the Company and the Eligible Employee, and nothing
herein contained shall give the Eligible Employee the right to be retained as an
Employee of the Company.

        10. Amendment of the Plan.

                The Award Committee or the Board at any time, and from time to
time, may amend the Plan, provided however that any increase in the shares of
Common Stock reserved for issuance under this Plan shall require approval of the
Board. No such amendment shall impair any Stock Award granted to an Eligible
Employee prior to the date of such amendment except with the written consent of
such Eligible Employee.

        11. Termination or Suspension of the Plan.

                (a) PLAN TERM. The Board may suspend or terminate the Plan at
any time. No Stock Award may be granted under the Plan while the Plan is
suspended or after it is terminated.

                (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the
Plan shall not impair rights and obligations under any Stock Award granted while
the Plan is in effect except with the written consent of the Eligible Employee.


        12. Benefit Claims Procedure

                In accordance with Section 503 of ERISA and the regulations of
the Secretary of Labor prescribed thereunder:

                (a) IN GENERAL. Normally, the Award Committee shall inform a
designated Eligible Employee of his award of benefits under this Plan. Any
designated Eligible Employee who has a claim concerning benefits may submit
such claim in writing to the Award Committee with such other documentation
which the Award Committee may require.

                (b) INITIAL CLAIM. The Award Committee shall, within ninety
(90) days of submission of a claim, provide adequate notice in writing to any
claimant with a description of any material or information which is necessary
in order for the claimant to perfect the claim and an explanation of why such
information is necessary. If special circumstances require an extension of time
for processing the claim, the Award Committee shall furnish the claimant a
written notice of such extension prior to the expiration of the ninety (90) day
period. The extension notice shall indicate the reasons for the extension and
the expected date for a final decision, which date shall not be more than one
hundred eighty (180) days from the initial claim.

                (c) APPEAL. The Award Committee shall, upon written request by
a claimant within sixty (60) days of receipt of the notice that the claim has
been denied, afford a reasonable opportunity to such claimant for a full and
fair review by the Award Committee of the decision denying the claim. The
Award Committee will afford the claimant an opportunity to review its
decision, the Award Committee will attempt to make its decision as soon as
practicable, and in no event will the Award Committee take more than one
hundred twenty (120) days to send the claimant a written notice of its
decision.

        13. Effective Date of Plan.

                The Plan shall become effective on January 1, 2001.


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        14. Choice of Law.

                All questions concerning the construction, validity and
interpretation of this Plan shall be governed by the law of the State of
California without regard to such state's conflict of laws rules.


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