**Exhibit 10.33**

**RIGEL PHARMACEUTICALS, INC.**

**2000 NON-EMPLOYEE DIRECTORS’ STOCKOPTION PLAN**

**ADOPTED AUGUST 18, 2000APPROVED BY STOCKHOLDERS SEPTEMBER 11, 2000EFFECTIVE DATE: DECEMBER 4, 2000AMENDED AND RESTATED APRIL 24, 2003AMENDED AND RESTATED JUNE 20, 2003APPROVED BY STOCKHOLDERS JUNE 20, 2003AMENDED AND RESTATED APRIL 22, 2005APPROVED BY STOCKHOLDERS JUNE 2, 2005AMENDED AND RESTATED JANUARY 31, 2007APPROVED BY STOCKHOLDERS MAY 31, 2007**

**1.****             PURPOSES.**

**(a)****           Eligible Option Recipients. **The persons eligible to receive Optionsare the Non-Employee Directors of the Company.

**(b)****           Available Options. **The purpose of the Plan is to provide ameans by which Non-Employee Directors may be given an opportunity to benefitfrom increases in value of the Common Stock through the granting ofNonstatutory Stock Options.

**(c)****           General Purpose. **The Company, by means of the Plan, seeksto retain the services of its Non-Employee Directors, to secure and retain theservices of new Non-Employee Directors and to provide incentives for suchpersons to exert maximum efforts for the success of the Company and itsAffiliates.

**2.****             DEFINITIONS.**

**(a)**           “***Affiliate***” means anyparent corporation or subsidiary corporation of the Company, whether now orhereafter existing, as those terms are defined in Sections 424(e) and (f),respectively, of the Code.

**(b)**           “***Annual Grant***” meansan Option granted annually to all Non-Employee Directors who meet the criteriaspecified in subsection 6(b) of the Plan.

**(c)**           “***Annual Meeting***”  means the annual meeting of the stockholdersof the Company.

**(d)**           “***Board***” means theBoard of Directors of the Company.

**(e)**           “***Code***” means theInternal Revenue Code of 1986, as amended.

**(f)**            “***Common Stock***” meansthe common stock of the Company.

**(g)**           “***Company***” means RigelPharmaceuticals, Inc., a Delaware corporation.

**(h)**           “***Consultant***” means anyperson, including an advisor, (i) engaged by the Company or an Affiliateto render consulting or advisory services and who is compensated for suchservices or (ii) who is a member of the Board of Directors of anAffiliate. However, the term “Consultant” shall not include either Directors ofthe Company who are not compensated by the Company for their services 

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as Directors orDirectors of the Company who are merely paid a director’s fee by the Companyfor their services as Directors.

**(i)**            “***Continuous Service***”means that the Optionholder’s service with the Company or an Affiliate, whetheras an Employee, Director or Consultant, is not interrupted or terminated. TheOptionholder’s Continuous Service shall not be deemed to have terminated merelybecause of a change in the capacity in which the Optionholder renders serviceto the Company or an Affiliate as an Employee, Consultant or Director or achange in the entity for which the Optionholder renders such service, providedthat there is no interruption or termination of the Optionholder’s service. Forexample, a change in status without interruption from a Non-Employee Directorof the Company to a Consultant of an Affiliate or an Employee of the Companywill not constitute an interruption of Continuous Service. The Board or thechief executive officer of the Company, in that party’s sole discretion, maydetermine whether Continuous Service shall be considered interrupted in thecase of any leave of absence approved by that party, including sick leave,military leave or any other personal leave.

**(j)**            “***Director***” means amember of the Board of Directors of the Company.

**(k)**           “***Disability***” means thepermanent and total disability of a person within the meaning of Section 22(e)(3)of the Code.

**(l)**            “***Employee***” means anyperson employed by the Company or an Affiliate. Mere service as a Director orpayment of a director’s fee by the Company or an Affiliate shall not besufficient to constitute “employment” by the Company or an Affiliate.

**(m)**          “***Exchange Act***” meansthe Securities Exchange Act of 1934, as amended.

**(n)**           “***Fair Market Value***”means, as of any date, the value of the Common Stock determined as follows:

**(i)**            If the Common Stock is listed on anyestablished stock exchange or traded on the Nasdaq National Market or theNasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shallbe the closing sales price for such stock (or the closing bid, if no sales werereported) as quoted on such exchange or market (or the exchange or market withthe greatest volume of trading in the Common Stock) on the last market tradingday prior to the day of determination, as reported in The Wall Street Journalor such other source as the Board deems reliable.

**(ii)**           In the absence of such markets for the CommonStock, the Fair Market Value shall be determined in good faith by the Board.

**(o)**           “***Initial Grant***” meansan Option granted to a Non-Employee Director who meets the criteria specifiedin subsection 6(a) of the Plan.

**(p)**           “***IPO Date***” means theeffective date of the initial public offering of the Common Stock.

**(q)**           “***Non-Employee Director***”means a Director who is not an Employee.

**(r)**           “***Nonstatutory Stock Option***”means an Option not intended to qualify as an incentive stock option within themeaning of Section 422 of the Code and the regulations promulgatedthereunder.

**(s)**           “***Officer***” means aperson who is an officer of the Company within the meaning of Section 16of the Exchange Act and the rules and regulations promulgated thereunder.

**(t)**            “***Option***” means aNonstatutory Stock Option granted pursuant to the Plan.

**(u)**           “***Option Agreement***”means a written agreement between the Company and an Optionholder evidencingthe terms and conditions of an individual Option grant. Each Option Agreementshall be subject to the terms and conditions of the Plan.

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**(v)**            “***Optionholder***” means aperson to whom an Option is granted pursuant to the Plan or, if applicable,such other person who holds an outstanding Option.

**(w)**           “***Plan***” means thisRigel Pharmaceuticals, Inc. 2000 Non-Employee Directors’ Stock OptionPlan.

**(x)**           “***Rule 16b-3***”means Rule 16b-3 promulgated under the Exchange Act or any successor toRule 16b-3, as in effect from time to time.

**(y)**           “***Securities Act***” meansthe Securities Act of 1933, as amended.

**3.****             ADMINISTRATION.**

**(a)****           Administration by Board. **The Board shall administer the Plan. TheBoard may not delegate administration of the Plan to a committee.

**(b)****           Powers of Board. **The Board shall have the power, subjectto, and within the limitations of, the express provisions of the Plan:

**(i)**            To determine the provisions of each Option tothe extent not specified in the Plan.

**(ii)**           To construe and interpret the Plan andOptions granted under it, and to establish, amend and revoke rules andregulations for its administration. The Board, in the exercise of this power,may correct any defect, omission or inconsistency in the Plan or in any OptionAgreement, in a manner and to the extent it shall deem necessary or expedientto make the Plan fully effective.

**(iii)**         To amend the Plan or an Option as provided inSection 12.

**(iv)**          To terminate or suspend the Plan as providedin Section 13.

**(v)**            Generally, to exercise such powers and toperform such acts as the Board deems necessary or expedient to promote the bestinterests of the Company that are not in conflict with the provisions of thePlan.

**(c)****           Effect of Board’s Decision. **All determinations, interpretations andconstructions made by the Board in good faith shall not be subject to review byany person and shall be final, binding and conclusive on all persons.

**(d)****           Cancellation and Re-Grant of Options. **Notwithstanding anything to the contraryin the Plan, neither the Board nor any Committee shall have the authority to:(i) reprice any outstanding Option under the Plan, (ii) cancel andre-grant any outstanding Option under the Plan, or (iii) effect any otheraction that is treated as a repricing under generally accepted accountingprinciples unless, in each case, the stockholders of the Company have approvedsuch an action within twelve (12) months prior to such an event.

**4.****             SHARES SUBJECT TO THE PLAN.**

**(a)****           Share Reserve. **Subject to the provisions ofSection 11 relating to adjustments upon changes in the Common Stock, theCommon Stock that may be issued pursuant to Options shall not exceed in theaggregate 435,000 shares of Common Stock, which number consists of(i) 33,333 shares of Common stock initially reserved for issuance underthe Plan plus (ii) 66,667 shares of Common stock approved by the Board inApril 2003 and subsequently approved by the Company’s stockholders plus(iii) 225,000 shares of Common Stock approved by the Board inApril 2005 and subsequently approved by the Company’s stockholders plus(iv) 110,000 shares of Common Stock approved by the Board inJanuary 2007 **[and subsequently approvedby the Company’s stockholders]**.

**(b)****           Reversion of Shares to the ShareReserve. **If any Option shall for anyreason expire or otherwise terminate, in whole or in part, without having beenexercised in full, the shares of Common 

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Stock not acquiredunder such Option shall revert to and again become available for issuance underthe Plan. If any shares subject to an Option are not delivered to anOptionholder because the Option is exercised through a reduction of sharessubject to the Option (*i.e*., “netexercised”), the number of shares that are not delivered to the Optionholdershall not remain available for issuance under the Plan. If any shares subjectto an Option are not delivered to an Optionholder because such shares arewithheld in satisfaction of the withholding of taxes incurred in connectionwith the exercise of an Option, the number of shares that are not delivered tothe Optionholder shall not remain available for subsequent issuance under thePlan. If the exercise price of any Option is satisfied by tendering shares ofCommon Stock held by the Optionholder (either by actual delivery orattestation), then the number of shares so tendered shall not remain availablefor subsequent issuance under the Plan.

**(c)****           Source of Shares. **The shares of Common Stock subject to thePlan may be unissued shares or reacquired shares, bought on the market orotherwise.

**5.****             ELIGIBILITY.**

TheOptions as set forth in section 6 automatically shall be granted under thePlan to all Non-Employee Directors.

**6.****             NON-DISCRETIONARY GRANTS.**

**(a)****           Initial Grants. **Without any further action of the Board,each person who is elected or appointed for the first time to be a Non-EmployeeDirector after the IPO Date automatically shall, upon the date of his or herinitial election or appointment to be a Non-Employee Director by the Board orstockholders of the Company, be granted an Initial Grant to purchase twentythousand (20,000) shares of Common Stock on the terms and conditions set forthherein.

**(b)****           Annual Grants. **Without any further action of the Board,a Non-Employee Director shall be granted an Annual Grant as follows: On the dayfollowing each Annual Meeting commencing with the Annual Meeting in 2001, eachperson who is then a Non-Employee Director automatically shall be granted anAnnual Grant to purchase ten thousand (10,000) shares of Common Stock on theterms and conditions set forth herein; *provided,however*, that if the person has not been serving as a Non-EmployeeDirector for the entire period since the preceding Annual Meeting, then thenumber of shares subject to the Annual Grant shall be reduced pro rata for eachfull quarter prior to the date of grant during which such person did not serveas a Non-Employee Director.

**7.****             OPTION PROVISIONS.**

EachOption shall be in such form and shall contain such terms and conditions asrequired by the Plan. Each Option shall contain such additional terms andconditions, not inconsistent with the Plan, as the Board shall deemappropriate. Each Option shall include (through incorporation of provisionshereof by reference in the Option or otherwise) the substance of each of thefollowing provisions:

**(a)****           Term. **No Option shall be exercisable after the expiration of ten(10) years from the date it was granted.

**(b)****           Exercise Price. **The exercise price of each Option shallbe one hundred percent (100%) of the Fair Market Value of the stock subject tothe Option on the date the Option is granted. Notwithstanding the foregoing, anOption may be granted with an exercise price lower than that set forth in thepreceding sentence if such Option is granted pursuant to an assumption orsubstitution for another option in a manner satisfying the provisions ofSection 424(a) of the Code.

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**(c)****           Consideration. **The purchase price of stock acquiredpursuant to an Option may be paid, to the extent permitted by applicablestatutes and regulations, in any combination of the following methods:

**(i)****           **By cash or check.

**(ii)****          **Provided that at the time of exercise theCommon Stock is publicly traded and quoted regularly in *The Wall Street Journal*, by delivery ofalready-owned shares of Common Stock either that the Optionholder hasheld for more than six (6) months (or such longer or shorter period oftime required to avoid a charge to earnings for financial accounting purposes)or that the Optionholder did not acquire, directly or indirectly from theCompany, that are owned free and clear of any liens, claims, encumbrances orsecurity interests, and that are valued at Fair Market Value on the date ofexercise. “Delivery” for these purposes shall include delivery to the Companyof the Optionholder’s attestation of ownership of such shares of Common Stockin a form approved by the Company. Notwithstanding the foregoing, theOptionholder may not exercise the Option by tender to the Company of CommonStock to the extent such tender would violate the provisions of any law,regulation or agreement restricting the redemption of the Company’s stock.

**(iii)****        **Provided that at the time of exercise theCommon Stock is publicly traded and quoted regularly in *The Wall Street Journal*, pursuant to aprogram developed under Regulation T as promulgated by the Federal ReserveBoard that, prior to the issuance of Common Stock, results in either thereceipt of cash (or check) by the Company or the receipt of irrevocableinstructions to pay the aggregate exercise price to the Company from the salesproceeds.

**(iv)****         **By a “net exercise” arrangement pursuant towhich the Company will reduce the number of shares of Common Stock issued uponexercise by the largest whole number of shares with a Fair Market Value thatdoes not exceed the aggregate exercise price; *provided, however,* that the Company shall accept a cash orother payment from the Optionholder to the extent of any remaining balance ofthe aggregate exercise price not satisfied by such holding back of wholeshares; *provided, further, however,*that shares of Common Stock will no longer be outstanding under an Option andwill not be exercisable thereafter to the extent that (i) shares are usedto pay the exercise price pursuant to the “net exercise,” (ii) shares aredelivered to the Optionholder as a result of such exercise, and(iii) shares are withheld to satisfy tax withholding obligations.

**(d)****           Transferability. **An Option is transferable by will or bythe laws of descent and distribution. An Option also is transferable(i) by instrument to an inter vivos or testamentary trust, in a formaccepted by the Company, in which the Option is to be passed to beneficiariesupon the death of the trustor (settlor) and (ii) by gift, in a formaccepted by the Company, to a member of the “immediate family” of theOptionholder as that term is defined in 17 C.F.R. 240.16a-1(e). An Option shallbe exercisable during the lifetime of the Optionholder only by the Optionholderand a permitted transferee as provided herein. However, the Optionholder may,by delivering written notice to the Company, in a form satisfactory to theCompany, designate a third party who, in the event of the death of theOptionholder, shall thereafter be entitled to exercise the Option.

**(e)****           Exercise Schedule. **The Option shall be exercisable as theshares of Common Stock subject to the Option vest.

**(f)            VestingSchedule.**

**(i)**            EachOption granted as an initial grant shall vest in accordance with the scheduleset forth below that results in a shorter period of full vesting:

**(1)     **1/36th of theshares of Common Stock subject to the Option shall vest each month after thedate of grant over a period of three (3) years; or 

**(2)  **   the Option shall vest in equal monthlyinstallments after the date of grant over a period commencing on the date thatthe Optionholder is appointed for the first time to be a Non-Employee Directorby the Board and ending on the date of the Annual Meeting at which theOptionholder is first scheduled to be considered for election to be aNon-Employee Director by the stockholders of the Company. 

**(ii)          **Each Option granted as an annual grant shallvest such that 1/36th of the shares of Common Stock subject to such Optionshall vest each month after the date of grant over a period of three (3) years.

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**(g)****           Termination of Continuous Service. **In the event an Optionholder’s ContinuousService terminates (other than upon the Optionholder’s death or Disability),the Optionholder may exercise his or her Option (to the extent that theOptionholder was entitled to exercise it as of the date of termination) butonly within such period of time ending on the earlier of (i) the datethree (3) months following the termination of the Optionholder’sContinuous Service, or (ii) the expiration of the term of the Option asset forth in the Option Agreement. If, after termination, the Optionholder doesnot exercise his or her Option within the time specified in the OptionAgreement, the Option shall terminate.

**(h)****           Extension of Termination Date. **If the exercise of the Option followingthe termination of the Optionholder’s Continuous Service (other than upon the Optionholder’sdeath or Disability) would be prohibited at any time solely because theissuance of shares would violate the registration requirements under theSecurities Act, then the Option shall terminate on the earlier of (i) theexpiration of the term of the Option set forth in subsection 7(a) or(ii) the expiration of a period of three (3) months after thetermination of the Optionholder’s Continuous Service during which the exerciseof the Option would not be in violation of such registration requirements.

**(i)****            Disability of Optionholder. **In the event an Optionholder’s ContinuousService terminates as a result of the Optionholder’s Disability, theOptionholder may exercise his or her Option (to the extent that theOptionholder was entitled to exercise it as of the date of termination), butonly within such period of time ending on the earlier of (i) the datetwelve (12) months following such termination or (ii) the expirationof the term of the Option as set forth in the Option Agreement. If, after termination,the Optionholder does not exercise his or her Option within the time specifiedherein, the Option shall terminate.

**(j)****            Death of Optionholder. **In the event (i) an Optionholder’sContinuous Service terminates as a result of the Optionholder’s death or(ii) the Optionholder dies within the three-month period after thetermination of the Optionholder’s Continuous Service for a reason other thandeath, then the Option may be exercised (to the extent the Optionholder wasentitled to exercise the Option as of the date of death) by the Optionholder’sestate, by a person who acquired the right to exercise the Option by bequest orinheritance or by a person designated to exercise the Option upon theOptionholder’s death, but only within the period ending on the earlier of(1) the date eighteen (18) months following the date of death or(2) the expiration of the term of such Option as set forth in the OptionAgreement. If, after death, the Option is not exercised within the timespecified herein, the Option shall terminate.

**8.****             COVENANTS OF THE COMPANY.**

**(a)****           Availability of Shares. **During the terms of the Options, theCompany shall keep available at all times the number of shares of Common Stockrequired to satisfy such Options.

**(b)****           Securities Law Compliance. **The Company shall seek to obtain fromeach regulatory commission or agency having jurisdiction over the Plan suchauthority as may be required to grant Options and to issue and sell shares ofCommon Stock upon exercise of the Options; provided, however, that thisundertaking shall not require the Company to register under the Securities Actthe Plan, any Option or any stock issued or issuable pursuant to any suchOption. If, after reasonable efforts, the Company is unable to obtain from anysuch regulatory commission or agency the authority which counsel for theCompany deems necessary for the lawful issuance and sale of stock under thePlan, the Company shall be relieved from any liability for failure to issue andsell stock upon exercise of such Options unless and until such authority isobtained.

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**9.****             USE OF PROCEEDS FROM STOCK.**

Proceedsfrom the sale of stock pursuant to Options shall constitute general funds ofthe Company.

**10.****          MISCELLANEOUS.**

**(a)****           Stockholder Rights. **No Optionholder shall be deemed to be theholder of, or to have any of the rights of a holder with respect to, any sharessubject to such Option unless and until such Optionholder has satisfied allrequirements for exercise of the Option pursuant to its terms.

**(b)****           No Service Rights. **Nothing in the Plan or any instrumentexecuted or Option granted pursuant thereto shall confer upon any Optionholderany right to continue to serve the Company as a Non-Employee Director or shallaffect the right of the Company or an Affiliate to terminate (i) the employmentof an Employee with or without notice and with or without cause, (ii) theservice of a Consultant pursuant to the terms of such Consultant’s agreementwith the Company or an Affiliate or (iii) the service of a Directorpursuant to the Bylaws of the Company or an Affiliate, and any applicableprovisions of the corporate law of the state in which the Company or theAffiliate is incorporated, as the case may be.

**(c)****           Investment Assurances. **The Company may require an Optionholder,as a condition of exercising or acquiring stock under any Option, (i) togive written assurances satisfactory to the Company as to the Optionholder’sknowledge and experience in financial and business matters and/or to employ apurchaser representative reasonably satisfactory to the Company who isknowledgeable and experienced in financial and business matters and that he orshe is capable of evaluating, alone or together with the purchaserrepresentative, the merits and risks of exercising the Option; and (ii) togive written assurances satisfactory to the Company stating that theOptionholder is acquiring the stock subject to the Option for the Optionholder’sown account and not with any present intention of selling or otherwisedistributing the stock. The foregoing requirements, and any assurances givenpursuant to such requirements, shall be inoperative if (iii) the issuanceof the shares upon the exercise or acquisition of stock under the Option hasbeen registered under a then currently effective registration statement underthe Securities Act or (iv) as to any particular requirement, adetermination is made by counsel for the Company that such requirement need notbe met in the circumstances under the then applicable securities laws. TheCompany may, upon advice of counsel to the Company, place legends on stockcertificates issued under the Plan as such counsel deems necessary orappropriate in order to comply with applicable securities laws, including, butnot limited to, legends restricting the transfer of the stock.

**(d)****           Withholding Obligations. **The Optionholder may satisfy any federal,state or local tax withholding obligation relating to the exercise oracquisition of stock under an Option by any of the following means (in additionto the Company’s right to withhold from any compensation paid to theOptionholder by the Company) or by a combination of such means:(i) tendering a cash payment; (ii) authorizing the Company towithhold shares from the shares of the Common Stock otherwise issuable to theOptionholder as a result of the exercise or acquisition of stock under theOption, provided, however, that no shares of Common Stock are withheld with avalue exceeding the minimum amount of tax required to be withheld by law; or(iii) delivering to the Company owned and unencumbered shares of theCommon Stock.

**11.****          ADJUSTMENTS UPON CHANGES IN STOCK.**

**(a)****           Capitalization Adjustments. **If any change is made in the stocksubject to the Plan, or subject to any Option, without the receipt ofconsideration by the Company (through merger, consolidation, reorganization,recapitalization, reincorporation, stock dividend, dividend in property otherthan cash, stock split, liquidating dividend, combination of shares, exchangeof shares, change in 

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corporatestructure or other transaction not involving the receipt of consideration bythe Company), the Plan will be appropriately adjusted in the class(es) andmaximum number of securities subject both to the Plan pursuant to subsection4(a) and to the nondiscretionary Options specified in Section 5, and theoutstanding Options will be appropriately adjusted in the class(es) and numberof securities and price per share of stock subject to such outstanding Options.The Board shall make such adjustments, and its determination shall be final, bindingand conclusive. (The conversion of any convertible securities of the Companyshall not be treated as a transaction “without receipt of consideration” by theCompany.)

**(b)****           Dissolution or Liquidation. **In the event of a dissolution orliquidation of the Company, then all outstanding Options shall terminateimmediately prior to such event.

**(c)****           Corporate Transaction. **In the event of (i) a sale, lease orother disposition of all or substantially all of the securities or assets ofthe Company, (ii) a merger or consolidation in which the Company is notthe surviving corporation or (iii) a reverse merger in which the Companyis the surviving corporation but the shares of Common Stock outstandingimmediately preceding the merger are converted by virtue of the merger intoother property, whether in the form of securities, cash or otherwise, then anysurviving corporation or acquiring corporation may assume any Optionsoutstanding under the Plan or may substitute similar Options (including anoption to acquire the same consideration paid to the stockholders in thetransaction described in this subsection 11(c)) for those outstandingunder the Plan. In the event no surviving corporation or acquiring corporationassumes such Options or substitutes similar Options for those outstanding underthe Plan, then with respect to Options held by Optionholders whose ContinuousService has not terminated, the vesting of such Options (and the time duringwhich such Options may be exercised) shall be accelerated in full, and the Optionsshall terminate if not exercised at or prior to such event. With respect to anyother Options outstanding under the Plan, such Options shall terminate if notexercised prior to such event.

**12.****          AMENDMENT OF THE PLAN AND OPTIONS.**

**(a)****           Amendment of Plan. **The Board at any time, and from time totime, may amend the Plan. However, except as provided in Section 11relating to adjustments upon changes in stock, no amendment shall be effectiveunless approved by the stockholders of the Company to the extent stockholderapproval is necessary to satisfy the requirements of Rule 16b-3 or anyNasdaq or securities exchange listing requirements.

**(b)****           Stockholder Approval. **The Board may, in its sole discretion,submit any other amendment to the Plan for stockholder approval.

**(c)****           No Impairment of Rights. **Rights under any Option granted beforeamendment of the Plan shall not be impaired by any amendment of the Plan unless(i) the Company requests the consent of the Optionholder and (ii) theOptionholder consents in writing.

**(d)****           Amendment of Options. **The Board at any time, and from time totime, may amend the terms of any one or more Options; provided, however, thatthe rights under any Option shall not be impaired by any such amendment unless(i) the Company requests the consent of the Optionholder and (ii) theOptionholder consents in writing.

**13.****          TERMINATION OR SUSPENSION OF THE PLAN.**

**(a)****           Plan Term. **The Board may suspend or terminate the Plan at any time. No Optionsmay be granted under the Plan while the Plan is suspended or after it isterminated.

**(b)****           No Impairment of Rights. **Suspension or termination of the Planshall not impair rights and obligations under any Option granted while the Planis in effect except with the written consent of the Optionholder.

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**14.****          EFFECTIVE DATE OF PLAN.**

ThePlan shall become effective on the IPO Date, but no Option shall be exercisedunless and until the Plan has been approved by the stockholders of the Company,which approval shall be within twelve (12) months before or after the datethe Plan is adopted by the Board.

**15.****          CHOICE OF LAW.**

Allquestions concerning the construction, validity and interpretation of this Planshall be governed by the law of the State of Delaware, without regard to suchstate’s conflict of laws rules.

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