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EXHIBIT 10.2

                             GENOMETRIX INCORPORATED

            2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN



         1. DEFINITIONS. Unless otherwise specified or unless the context
otherwise requires, the following terms, as used in this Genometrix Incorporated
2000 Employee, Director and Consultant Stock Option Plan, have the following
meanings:

         ADMINISTRATOR means the Board of Directors, unless it has delegated
power to act on its behalf to the Committee, in which case the Administrator
means the Committee.

         AFFILIATE means a corporation which, for purposes of Section 424 of the
Code, is a parent or subsidiary of the Company, direct or indirect.

         BOARD OF DIRECTORS means the Board of Directors of the Company.

         CODE means the United States Internal Revenue Code of 1986, as amended.

         COMMITTEE means the committee of the Board of Directors to which the
Board of Directors has delegated power to act under or pursuant to the
provisions of the Plan.

         COMMON STOCK means shares of the Company's common stock, par value
$.0001 per share.

         COMPANY means Genometrix Incorporated, a Delaware corporation.

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

         FAIR MARKET VALUE of a Share of Common Stock means:

                  (1) If the Common Stock is listed on a national securities
         exchange or traded in the over-the-counter market and sales prices are
         regularly reported for the Common Stock, the closing or last price of
         the Common Stock on the Composite Tape or other comparable reporting
         system for the trading day immediately preceding the applicable date;

                  (2) If the Common Stock is not traded on a national securities
         exchange but is traded on the over-the-counter market, if sales prices
         are not regularly reported for the Common Stock for the trading day
         referred to in clause (1), and if bid and asked prices for the Common
         Stock are regularly reported, the mean between the bid and the asked
         price for the Common Stock at the close of trading in the
         over-the-counter market for the trading day on which Common Stock was
         traded immediately preceding the applicable date; and


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                  (3) If the Common Stock is neither listed on a national
         securities exchange nor traded in the over-the-counter market, such
         value as the Administrator, in good faith, shall determine.

         ISO means an option meant to qualify as an incentive stock option under
Section 422 of the Code.

         KEY EMPLOYEE means an employee of the Company or of an Affiliate
(including, without limitation, an employee who is also serving as an officer or
director of the Company or of an Affiliate), designated by the Administrator to
be eligible to be granted one or more Options under the Plan.

         NON-QUALIFIED OPTION means an option which is not intended to qualify
as an ISO.

         OPTION means an ISO or Non-Qualified Option granted under the Plan.

         OPTION AGREEMENT means an agreement between the Company and a
Participant delivered pursuant to the Plan, in such form as the Administrator
shall approve.

         PARTICIPANT means a Key Employee, director or consultant to whom one or
more Options are granted under the Plan. As used herein, "Participant" shall
include "Participant's Survivors" where the context requires.

         PLAN means this Genometrix Incorporated 2000 Employee, Director and
Consultant Stock Option Plan.

         SHARES means shares of the Common Stock as to which Options have been
or may be granted under the Plan or any shares of capital stock into which the
Shares are changed or for which they are exchanged within the provisions of
Paragraph 3 of the Plan. The Shares issued upon exercise of Options granted
under the Plan may be authorized and unissued shares or shares held by the
Company in its treasury, or both.

         SURVIVORS means a deceased Participant's legal representatives and/or
any person or persons who acquired the Participant's rights to an Option by will
or by the laws of descent and distribution.

         2. PURPOSES OF THE PLAN. The Plan is intended to encourage ownership of
Shares by Key Employees and directors of and certain consultants to the Company
in order to attract such people, to induce them to work for the benefit of the
Company or of an Affiliate and to provide additional incentive for them to
promote the success of the Company or of an Affiliate. The Plan provides for the
granting of ISOs and Non-Qualified Options.

         3. SHARES SUBJECT TO THE PLAN. The number of Shares which may be issued
from time to time pursuant to this Plan shall be 5,000,000 or the equivalent of
such number of Shares after the Administrator, in its sole discretion, has
interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance


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with Paragraph 16 of the Plan. If an Option ceases to be "outstanding", in whole
or in part, the Shares which were subject to such Option shall be available for
the granting of other Options under the Plan. Any Option shall be treated as
"outstanding" until such Option is exercised in full, or terminates or expires
under the provisions of the Plan, or by agreement of the parties to the
pertinent Option Agreement.

         4. ADMINISTRATION OF THE PLAN. The Administrator of the Plan will be
the Board of Directors, except to the extent the Board of Directors delegates
its authority to the Committee, in which case the Committee shall be the
Administrator. Subject to the provisions of the Plan, the Administrator is
authorized to:

                  a. Interpret the provisions of the Plan or of any Option or
         Option Agreement and to make all rules and determinations which it
         deems necessary or advisable for the administration of the Plan;

                  b. Determine which employees of the Company or of an Affiliate
         shall be designated as Key Employees and which of the Key Employees,
         directors and consultants shall be granted Options;

                  c. Determine the number of Shares for which an Option or
         Options shall be granted, provided, however, that in no event shall
         Options to purchase more than 1,000,000 Shares be granted to any
         Participant in any fiscal year of the Company; and

                  d. Specify the terms and conditions upon which an Option or
         Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated as
ISOs. Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Option granted under it
shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is the Committee.

         5. ELIGIBILITY FOR PARTICIPATION. The Administrator will, in its sole
discretion, name the Participants in the Plan, provided, however, that each
Participant must be a Key Employee, director or consultant of the Company or of
an Affiliate at the time an Option is granted. Notwithstanding the foregoing,
the Administrator may authorize the grant of an Option to a person not then an
employee, director or consultant of the Company or of an Affiliate, provided,
however, that the actual grant of such Option shall be conditioned upon such
person becoming eligible to become a Participant at or prior to the time of the
delivery of the Option Agreement evidencing such Option. ISOs may be granted
only to Key Employees. Non-Qualified Options may be granted to any Key Employee,
director or consultant of the Company or an Affiliate. The granting of any
Option to any individual shall neither entitle that individual to, nor
disqualify him or her from, participation in any other grant of Options.


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         6. TERMS AND CONDITIONS OF OPTIONS. Each Option shall be set forth in
writing in an Option Agreement, duly executed by the Company and, to the extent
required by law or requested by the Company, by the Participant. The
Administrator may provide that Options be granted subject to such terms and
conditions, consistent with the terms and conditions specifically required under
this Plan, as the Administrator may deem appropriate including, without
limitation, subsequent approval by the shareholders of the Company of this Plan
or any amendments thereto.

                  A. NON-QUALIFIED OPTIONS: Each Option intended to be a
         Non-Qualified Option shall be subject to the terms and conditions which
         the Administrator determines to be appropriate and in the best interest
         of the Company, subject to the following minimum standards for any such
         Non-Qualified Option:

                           a. Option Price: Each Option Agreement shall state
                  the option price (per share) of the Shares covered by each
                  Option, which option price shall be determined by the
                  Administrator but shall not be less than the par value per
                  share of Common Stock.

                           b. Each Option Agreement shall state the number of
                  Shares to which it pertains;

                           c. Each Option Agreement shall state the date or
                  dates on which it first is exercisable and the date after
                  which it may no longer be exercised, and may provide that the
                  Option rights accrue or become exercisable in installments
                  over a period of months or years, or upon the occurrence of
                  certain conditions or the attainment of stated goals or
                  events; and

                           d. Exercise of any Option may be conditioned upon the
                  Participant's execution of a Share purchase agreement in form
                  satisfactory to the Administrator providing for certain
                  protections for the Company and its other shareholders,
                  including requirements that:

                                    i. The Participant's or the Participant's
                           Survivors' right to sell or transfer the Shares may
                           be restricted; and

                                    ii. The Participant or the Participant's
                           Survivors may be required to execute letters of
                           investment intent and must also acknowledge that the
                           Shares will bear legends noting any applicable
                           restrictions.


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                  B. ISOs: Each Option intended to be an ISO shall be issued
         only to a Key Employee and be subject to the following terms and
         conditions, with such additional restrictions or changes as the
         Administrator determines are appropriate but not in conflict with
         Section 422 of the Code and relevant regulations and rulings of the
         Internal Revenue Service:

                           a. Minimum standards: The ISO shall meet the minimum
                  standards required of Non-Qualified Options, as described in
                  Paragraph 6A above, except clause a and clause e thereunder.

                           b. Option Price: Immediately before the Option is
                  granted, if the Participant owns, directly or by reason of the
                  applicable attribution rules in Section 424(d) of the Code:

                                    i. Ten percent (10%) OR LESS of the total
                           combined voting power of all classes of share capital
                           of the Company or an Affiliate, the Option price per
                           share of the Shares covered by each Option shall not
                           be less than one hundred percent (100%) of the Fair
                           Market Value per share of the Shares on the date of
                           the grant of the Option.

                                    ii. More than ten percent (10%) of the total
                           combined voting power of all classes of stock of the
                           Company or an Affiliate, the Option price per share
                           of the Shares covered by each Option shall not be
                           less than one hundred ten percent (110%) of the said
                           Fair Market Value on the date of grant.

                           c.       Term of Option:  For Participants who own

                                    i. Ten percent (10%) OR LESS of the total
                           combined voting power of all classes of share capital
                           of the Company or an Affiliate, each Option shall
                           terminate not more than ten (10) years from the date
                           of the grant or at such earlier time as the Option
                           Agreement may provide.

                                    ii. More than ten percent (10%) of the total
                           combined voting power of all classes of stock of the
                           Company or an Affiliate, each Option shall terminate
                           not more than five (5) years from the date of the
                           grant or at such earlier time as the Option Agreement
                           may provide.

                           d. Limitation on Yearly Exercise: The Option
                  Agreements shall restrict the amount of Options which may be
                  exercisable in any calendar year (under this or any other ISO
                  plan of the Company or an Affiliate) so that the aggregate
                  Fair Market Value (determined at the time each ISO is granted)
                  of the stock with respect to which ISOs are exercisable for
                  the first time by the


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                  Participant in any calendar year does not exceed one hundred
                  thousand dollars ($100,000), provided that this subparagraph
                  (d) shall have no force or effect if its inclusion in the Plan
                  is not necessary for Options issued as ISOs to qualify as ISOs
                  pursuant to Section 422(d) of the Code.

         7. EXERCISE OF OPTIONS AND ISSUE OF SHARES. An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal executive office address, together with provision for payment
of the full purchase price in accordance with this Paragraph for the Shares as
to which the Option is being exercised, and upon compliance with any other
condition(s) set forth in the Option Agreement. Such written notice shall be
signed by the person exercising the Option, shall state the number of Shares
with respect to which the Option is being exercised and shall contain any
representation required by the Plan or the Option Agreement. Payment of the
purchase price for the Shares as to which such Option is being exercised shall
be made (a) in United States dollars in cash or by check, or (b) at the
discretion of the Administrator, through delivery of shares of Common Stock
having a Fair Market Value equal as of the date of the exercise to the cash
exercise price of the Option, or (c) at the discretion of the Administrator, by
having the Company retain from the shares otherwise issuable upon exercise of
the Option, a number of shares having a Fair Market Value equal as of the date
of exercise to the exercise price of the Option, or (d) at the discretion of the
Administrator, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, or (e) at the
discretion of the Administrator, in accordance with a cashless exercise program
established with a securities brokerage firm, and approved by the Administrator,
or (f) at the discretion of the Administrator, by any combination of (a), (b),
(c), (d) and (e) above. Notwithstanding the foregoing, the Administrator shall
accept only such payment on exercise of an ISO as is permitted by Section 422 of
the Code.

         The Company shall then reasonably promptly deliver the Shares as to
which such Option was exercised to the Participant (or to the Participant's
Survivors, as the case may be). In determining what constitutes "reasonably
promptly", it is expressly understood that the delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.

         The Administrator shall have the right to accelerate the date of
exercise of any installment of any Option; provided that the Administrator shall
not accelerate the exercise date of any installment of any Option granted to any
Key Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 19) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in Paragraph
6.B.d.

         The Administrator may, in its discretion, amend any term or condition
of an outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such


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amendment shall be made only with the consent of the Participant to whom the
Option was granted, or in the event of the death of the Participant, the
Participant's Survivors, if the amendment is adverse to the Participant, and
(iii) any such amendment of any ISO shall be made only after the Administrator,
after consulting the counsel for the Company, determines whether such amendment
would constitute a "modification" of any Option which is an ISO (as that term is
defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holder of such ISO.

         8. RIGHTS AS A SHAREHOLDER. No Participant to whom an Option has been
granted shall have rights as a shareholder with respect to any Shares covered by
such Option, except after due exercise of the Option and tender of the full
purchase price for the Shares being purchased pursuant to such exercise and
registration of the Shares in the Company's share register in the name of the
Participant.

         9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS. By its terms, an
Option granted to a Participant shall not be transferable by the Participant
other than (i) by will or by the laws of descent and distribution, or (ii) as
otherwise determined by the Administrator and set forth in the applicable Option
Agreement. The designation of a beneficiary of an Option by a Participant shall
not be deemed a transfer prohibited by this Paragraph. Except as provided above,
an Option shall be exercisable, during the Participant's lifetime, only by such
Participant (or by his or her legal representative) and shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
any Option or of any rights granted thereunder contrary to the provisions of
this Plan, or the levy of any attachment or similar process upon an Option,
shall be null and void.

         10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR
DISABILITY. Except as otherwise provided in the pertinent Option Agreement, in
the event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised all Options, the following rules apply:

                  a. A Participant who ceases to be an employee, director or
         consultant of the Company or of an Affiliate (for any reason other than
         termination "for cause", Disability, or death for which events there
         are special rules in Paragraphs 11, 12, and 13, respectively), may
         exercise any Option granted to him or her to the extent that the Option
         is exercisable on the date of such termination of service, but only
         within such term as the Administrator has designated in the pertinent
         Option Agreement.

                  b. Except as provided in Subparagraph (c) below, or in
         Paragraph 12 or 13, in no event may an Option Agreement provide, if the
         Option is intended to be an ISO, that the time for exercise be later
         than three (3) months after the Participant's termination of
         employment.

                  c. The provisions of this Paragraph, and not the provisions of
         Paragraph 12 or 13, shall apply to a Participant who subsequently
         becomes Disabled or dies after the


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         termination of employment, director status or consultancy, provided,
         however, in the case of a Participant's Disability or death within
         three (3) months after the termination of employment, director status
         or consultancy, the Participant or the Participant's Survivors may
         exercise the Option within one (1) year after the date of the
         Participant's termination of employment, but in no event after the date
         of expiration of the term of the Option.

                  d. Notwithstanding anything herein to the contrary, if
         subsequent to a Participant's termination of employment, termination of
         director status or termination of consultancy, but prior to the
         exercise of an Option, the Board of Directors determines that, either
         prior or subsequent to the Participant's termination, the Participant
         engaged in conduct which would constitute "cause", then such
         Participant shall forthwith cease to have any right to exercise any
         Option.

                  e. A Participant to whom an Option has been granted under the
         Plan who is absent from work with the Company or with an Affiliate
         because of temporary disability (any disability other than a permanent
         and total Disability as defined in Paragraph 1 hereof), or who is on
         leave of absence for any purpose, shall not, during the period of any
         such absence, be deemed, by virtue of such absence alone, to have
         terminated such Participant's employment, director status or
         consultancy with the Company or with an Affiliate, except as the
         Administrator may otherwise expressly provide.

                  f. Except as required by law or as set forth in the pertinent
         Option Agreement, Options granted under the Plan shall not be affected
         by any change of a Participant's status within or among the Company and
         any Affiliates, so long as the Participant continues to be an employee,
         director or consultant of the Company or any Affiliate.

         11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE". Except as otherwise
provided in the pertinent Option Agreement, the following rules apply if the
Participant's service (whether as an employee, director or consultant) with the
Company or an Affiliate is terminated "for cause" prior to the time that all his
or her outstanding Options have been exercised:

                  a. All outstanding and unexercised Options as of the time the
         Participant is notified his or her service is terminated "for cause"
         will immediately be forfeited.

                  b. For purposes of this Plan, "cause" shall include (and is
         not limited to) dishonesty with respect to the Company or any
         Affiliate, insubordination, substantial malfeasance or non-feasance of
         duty, unauthorized disclosure of confidential information, and conduct
         substantially prejudicial to the business of the Company or any
         Affiliate. The determination of the Administrator as to the existence
         of "cause" will be conclusive on the Participant and the Company.

                  c. "Cause" is not limited to events which have occurred prior
         to a Participant's termination of service, nor is it necessary that the
         Administrator's finding of "cause" occur prior to termination. If the
         Administrator determines, subsequent to a Participant's termination of
         service but prior to the exercise of an Option, that either prior


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         or subsequent to the Participant's termination the Participant engaged
         in conduct which would constitute "cause," then the right to exercise
         any Option is forfeited.

                  d. Any definition in an agreement between the Participant and
         the Company or an Affiliate, which contains a conflicting definition of
         "cause" for termination and which is in effect at the time of such
         termination, shall supersede the definition in this Plan with respect
         to such Participant.

         12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY. Except as
otherwise provided in the pertinent Option Agreement, a Participant who ceases
to be an employee, director or consultant of the Company or of an Affiliate by
reason of Disability may exercise any Option granted to such Participant:

                  a. To the extent exercisable but not exercised on the date of
         Disability; and

                  b. In the event rights to exercise the Option accrue
         periodically, to the extent of a pro rata portion of any additional
         rights as would have accrued had the Participant not become Disabled
         prior to the end of the accrual period which next ends following the
         date of Disability. The proration shall be based upon the number of
         days of such accrual period prior to the date of Disability.

         A Disabled Participant may exercise such rights only within the period
ending one (1) year after the date of the Participant's termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become disabled and
had continued to be an employee, director or consultant or, if earlier, within
the originally prescribed term of the Option.

         The Administrator shall make the determination both of whether
Disability has occurred and the date of its occurrence (unless a procedure for
such determination is set forth in another agreement between the Company and
such Participant, in which case such procedure shall be used for such
determination). If requested, the Participant shall be examined by a physician
selected or approved by the Administrator, the cost of which examination shall
be paid for by the Company.

         13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except
as otherwise provided in the pertinent Option Agreement, in the event of the
death of a Participant while the Participant is an employee, director or
consultant of the Company or of an Affiliate, such Option may be exercised by
the Participant's Survivors:

                  a. To the extent exercisable but not exercised on the date of
         death; and

                  b. In the event rights to exercise the Option accrue
         periodically, to the extent of a pro rata portion of any additional
         rights which would have accrued had the Participant not died prior to
         the end of the accrual period which next ends following the


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         date of death. The proration shall be based upon the number of days of
         such accrual period prior to the Participant's death.

         If the Participant's Survivors wish to exercise the Option, they must
take all necessary steps to exercise the Option within one (1) year after the
date of death of such Participant, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later date
if he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

         14. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares
to be issued upon the particular exercise of an Option shall have been
effectively registered under the Securities Act of 1933, as now in force or
hereafter amended (the "1933 Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

                  a. The person(s) who exercise(s) such Option shall warrant to
         the Company, prior to the receipt of such Shares, that such person(s)
         are acquiring such Shares for their own respective accounts, for
         investment, and not with a view to, or for sale in connection with, the
         distribution of any such Shares, in which event the person(s) acquiring
         such Shares shall be bound by the provisions of the following legend
         which shall be endorsed upon the certificate(s) evidencing their Shares
         issued pursuant to such exercise or such grant:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
                  FOR INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE
                  TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1)
                  EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH
                  SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
                  COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION
                  UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE
                  BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS."

                  b. At the discretion of the Administrator, the Company shall
         have received an opinion of its counsel that the Shares may be issued
         upon such particular exercise in compliance with the 1933 Act without
         registration thereunder.

         15. DISSOLUTION OR LIQUIDATION OF THE COMPANY. Upon the dissolution or
liquidation of the Company, all Options granted under this Plan which as of such
date shall not have been exercised will terminate and become null and void;
provided, however, that if the rights of a Participant or a Participant's
Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise any Option to the extent that the Option
is exercisable as of the date immediately prior to such dissolution or
liquidation.


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         16. ADJUSTMENTS. Upon the occurrence of any of the following events, a
Participant's rights with respect to any Option granted to him or her hereunder
which has not previously been exercised in full shall be adjusted as hereinafter
provided, unless otherwise specifically provided in the pertinent Option
Agreement:

                  A. STOCK DIVIDENDS AND STOCK SPLITS. If (i) the shares of
         Common Stock shall be subdivided or combined into a greater or smaller
         number of shares or if the Company shall issue any shares of Common
         Stock as a stock dividend on its outstanding Common Stock, or (ii)
         additional shares or new or different shares or other securities of the
         Company or any other non cash assets are distributed with respect to
         such shares of Common Stock, the number of shares of Common Stock
         deliverable upon the exercise of such Option may be appropriately
         increased or decreased proportionately, and appropriate adjustments may
         be made in the purchase price per share to reflect such events. The
         number of Shares subject to options to be granted to directors pursuant
         to Paragraph 6Ae and the number of shares subject to the limitation in
         Paragraph 4c shall also be proportionately adjusted upon the occurrence
         of such events.

                  B. CONSOLIDATIONS OR MERGERS. If the Company is to be
         consolidated with or acquired by another entity in a merger, sale of
         all or substantially all of the Company's assets or otherwise (an
         "Acquisition"), the Administrator or the board of directors of any
         entity assuming the obligations of the Company hereunder (the
         "Successor Board"), shall, as to outstanding Options, either (i) make
         appropriate provision for the continuation of such Options by
         substituting on an equitable basis for the Shares then subject to such
         Options either the consideration payable with respect to the
         outstanding shares of Common Stock in connection with the Acquisition
         or securities of any successor or acquiring entity; or (ii) upon
         written notice to the Participants, provide that all Options must be
         exercised (either to the extent then exercisable or, at the discretion
         of the Administrator, all Options being made fully exercisable for
         purposes of this Subparagraph), within a specified number of days of
         the date of such notice, at the end of which period the Options shall
         terminate; or (iii) terminate all Options in exchange for a cash
         payment equal to the excess of the Fair Market Value of the shares
         subject to such Options (either to the extent then exercisable or, at
         the discretion of the Administrator, all Options being made fully
         exercisable for purposes of this Subparagraph) over the exercise price
         thereof.

                  C. RECAPITALIZATION OR REORGANIZATION. In the event of a
         recapitalization or reorganization of the Company (other than a
         transaction described in Subparagraph B above) pursuant to which
         securities of the Company or of another corporation are issued with
         respect to the outstanding shares of Common Stock, a Participant upon
         exercising an Option shall be entitled to receive for the purchase
         price paid upon such exercise the securities which would have been
         received if such Option had been exercised prior to such
         recapitalization or reorganization.

                  D. MODIFICATION OF ISOs. Notwithstanding the foregoing, any
         adjustments made pursuant to Subparagraph A, B or C with respect to
         ISOs shall be made only after


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         the Administrator, after consulting with counsel for the Company,
         determines whether such adjustments would constitute a "modification"
         of such ISOs (as that term is defined in Section 424(h) of the Code) or
         would cause any adverse tax consequences for the holders of such ISOs.
         If the Administrator determines that such adjustments made with respect
         to ISOs would constitute a modification of such ISOs, it may refrain
         from making such adjustments, unless the holder of an ISO specifically
         requests in writing that such adjustment be made and such writing
         indicates that the holder has full knowledge of the consequences of
         such "modification" on his or her income tax treatment with respect to
         the ISO.

         17. ISSUANCES OF SECURITIES. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. Except as expressly provided herein, no adjustments shall be
made for dividends paid in cash or in property (including without limitation,
securities) of the Company.

         18. FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan and the person exercising such right shall receive from the Company cash in
lieu of such fractional shares equal to the Fair Market Value thereof.

         19. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.
The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.

         20. WITHHOLDING. In the event that any federal, state, or local income
taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from the Participant's salary, wages or other
remuneration in connection with the exercise of an Option or a Disqualifying
Disposition (as defined in Paragraph 21), the Company may withhold from the
Participant's compensation, if any, or may require that the Participant advance
in cash to the Company, or to any Affiliate of the Company which employs or
employed the Participant, the amount of such withholdings unless a different
withholding arrangement, including the use of


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shares of the Company's Common Stock or a promissory note, is authorized by the
Administrator (and permitted by law). For purposes hereof, the fair market value
of the shares withheld for purposes of payroll withholding shall be determined
in the manner provided in Paragraph 1 above, as of the most recent practicable
date prior to the date of exercise. If the fair market value of the shares
withheld is less than the amount of payroll withholdings required, the
Participant may be required to advance the difference in cash to the Company or
the Affiliate employer. The Administrator in its discretion may condition the
exercise of an Option for less than the then Fair Market Value on the
Participant's payment of such additional withholding.

         21. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Key Employee
who receives an ISO must agree to notify the Company in writing immediately
after the Key Employee makes a Disqualifying Disposition of any shares acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any
disposition (including any sale) of such shares before the later of (a) two
years after the date the Key Employee was granted the ISO, or (b) one year after
the date the Key Employee acquired Shares by exercising the ISO. If the Key
Employee has died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

         22. TERMINATION OF THE PLAN. The Plan will terminate on June 30, 2007.
The Plan may be terminated at an earlier date by vote of the shareholders of the
Company, provided, however, that any such earlier termination shall not affect
any Option Agreements executed prior to the effective date of such termination.

         23. AMENDMENT OF THE PLAN AND AGREEMENTS. The Plan may be amended by
the shareholders of the Company. The Plan may also be amended by the
Administrator, including, without limitation, to the extent necessary to qualify
any or all outstanding Options granted under the Plan or Options to be granted
under the Plan for favorable federal income tax treatment (including deferral of
taxation upon exercise) as may be afforded incentive stock options under Section
422 of the Code, and to the extent necessary to qualify the shares issuable upon
exercise of any outstanding Options granted, or Options to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which the Administrator determines is of a scope
that requires shareholder approval shall be subject to obtaining such
shareholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under
an Option previously granted to him or her. With the consent of the Participant
affected, the Administrator may amend outstanding Option Agreements in a manner
which may be adverse to the Participant but which is not inconsistent with the
Plan. In the discretion of the Administrator, outstanding Option Agreements may
be amended by the Administrator in a manner which is not adverse to the
Participant.

         24. EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in this Plan or any
Option Agreement shall be deemed to prevent the Company or an Affiliate from
terminating the employment, consultancy or director status of a Participant, nor
to prevent a Participant from terminating his or her own employment, consultancy
or director status or to give any Participant


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<PAGE>   14

a right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

         25. GOVERNING LAW. This Plan shall be construed and enforced in
accordance with the law of the State of Delaware.




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