NONQUALIFIED
        STOCK OPTION AGREEMENT

      


      


      THIS
        NONQUALIFIED STOCK OPTION AGREEMENT
        (this
“Agreement”) dated as of ________________ (“Grant Date”), is between
SPECTRUMDNA,
        INC.,
        a
        Delaware corporation (the “Company”), and ___________________, (the “Holder”).
        Certain capitalized terms used in this Agreement are defined in paragraph
        9.

      


      1. Grant
        of Stock Option, Option Price and Term.

      


      (a) The
        Company grants to the Holder a Non-Qualified Stock Option to
        purchase ______________ shares of Stock of the Company (the “Option Shares”) at
        an exercise price of $____
        per
        share (the “Option
        Price”) subject to the terms and conditions herein. 

      


      (b) The
        term
        of this Stock Option shall be a period ending on the earliest of (i) the
        tenth
        anniversary of the Grant Date, (ii) the date 90 days after the termination
        of
        the Holder’s provision of services to the Company, or (iii) the date one year
        after the termination of the Holder’s provision of services to the Company due
        to the death of the Holder (the “Option Period”). During the Option Period, this
        Stock Option shall vest and be exercisable with respect to the following
        number
        of Option Shares as follows: (i) ___________
        of the
        Option Shares shall be vested and exercisable one year from the Grant Date,
        and
        (ii) ____________ of the Option Shares shall vest on the first day of each
        month
        thereafter, so that this Stock Option will have become fully vested and
        exercisable on ___________.

      


      (c) The
        Stock
        Option granted hereunder is designated as a nonqualified stock option and
        is not
        transferable by the Holder except by will or the laws of descent and
        distribution.

      


      (d) The
        Company shall not be required to issue any fractional shares of
        Stock.

      


      2. Exercise.

      


      The
        Stock
        Option shall be exercisable during the Holder’s lifetime only by the Holder (or
        his or her Representative), and after the Holder’s death only by a
        Representative, in each case during the Option Period. The Stock Option may
        only
        be exercised by the delivery to the Company of a properly completed written
        notice (the “Exercise Notice”), which notice shall specify the number of Option
        Shares to be purchased and the aggregate Option Price for such shares, together
        with payment in full of such aggregate Option Price. 

      


      Payment
        of the Option Price shall be by any of the following, or a combination thereof,
        at the election of the Holder (or Representative):

      


      (i) Cash;
        

      


      (ii) Check;
        

      


      (iii) By
        delivering to the Company an Exercise Notice together with irrevocable
        instructions to a broker to promptly deliver to the Company cash or a check
        payable and acceptable to the Company to pay the Option Price, provided that
        in
        the event the Holder (or Representative) chooses to pay the Option Price
        as so
        provided, the Holder (or Representative) and the broker shall comply with
        such
        procedures and enter into such agreements of indemnity and other agreements
        as
        the Company shall prescribe as a condition of such payment
        procedure;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (iv) If
        at the
        time of exercise, the Option Shares are not subject to an effective registration
        statement, by delivering to the Company an Exercise Notice together instructions
        authorizing the Company to retain from the total number of Option Shares
        as to
        which the Stock Option is exercised that number of Option Shares having a
        Fair
        Market Value on the date of exercise equal to the Option Price for the total
        number of Option Shares as to which the Stock Option is exercised;

      


      (v) By
        combination of any of the foregoing methods of payment.

      


      No
        shares
        of Stock shall be issued upon exercise of a Stock Option until full payment
        therefor has been made. Upon exercise of a Stock Option (or a portion thereof),
        the Company shall have a reasonable time to issue the Stock for which the
        Stock
        Option has been exercised. A Holder shall have all rights of a stockholder
        of
        the Company holding the Stock (including, if applicable, the right to vote
        the
        shares and the right to receive dividends), when the Holder has given written
        notice of exercise, has tendered payment in full for such shares and has
        complied with
        all
        requirements specified herein.

      


      3. Payment
        of Withholding Taxes.

      


      If
        the
        Company is obligated to withhold an amount on account of any tax imposed
        as a
        result of the exercise of the Stock Option, the Holder shall be required
        to pay
        such amount to the Company, as shall be determined by the Company. The Holder
        acknowledges and agrees that he or she is responsible for the tax consequences
        associated with the grant of the Stock Option and its exercise.

      


      4. Changes
        in Company’s Capital Structure.
        

      


      The
        existence of a Stock Option will not affect in any way the right or authority
        of
        the Company or its stockholders to make or authorize (a) any or all adjustments,
        reclassifications, reorganizations or other changes in the Company’s capital
        structure or its business; (b) any merger or consolidation of the Company’s
        capital or business structure; (c) any merger or consolidation of the Company;
        (d) any issue of bonds, debentures, preferred or prior preference stock ahead
        of
        or affecting the Stock or the rights thereof; (e) the dissolution or liquidation
        of the Company; (f) any sale or transfer of all or any part of its business
        or
        assets; or (g) any other corporate act or proceeding, whether of a similar
        character or otherwise. 

      


      In
        the
        event of any Company stock dividend, stock split, combination or exchange
        of
        shares, recapitalization or other change in the capital structure of the
        Company, corporate separation or division of the Company (including, but
        not
        limited to, a split-up, spin-off, split-off or distribution to Company
        stockholders other than a normal cash dividend), sale by the Company of all
        or a
        substantial portion of its assets (measured on either a stand-alone or
        consolidated basis), reorganization, rights offering, partial or complete
        liquidation, or any other corporate transaction, Company share offering or
        other
        event involving the Company and having an effect similar to any of the
        foregoing, the Company may make such substitution or adjustments in the (A)
        number and kind of shares that may be delivered under this Stock Option,
        (B)
        exercise price of this Stock Option and (C) other characteristics or terms
        of
        this Stock Option as it may determine appropriate in its sole discretion
        to
        equitably reflect such corporate transaction, share offering or other event;
        provided, however, that the number of shares subject to this Stock Option
        shall
        always be a whole number. 

       

      
        
           

        

        
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          5.
            Employment
            or Service Rights.

        

      

      


      No
        provision of this Agreement or of the Stock Option granted hereunder shall
        give
        the Holder any right to continue in the employ or other service of the Company
        or any Company Affiliates, create any inference as to the length of employment
        or service of the Holder, affect the right of the Company or Company Affiliates
        to terminate the employment or service of the Holder, with or without cause,
        or
        give the Holder any right to participate in any employee welfare or benefit
        plan
        or other program of the Company or any of the Company Affiliates.

      


      6. Waiver;
        Cumulative Rights.

      


      The
        failure or delay of either party to require performance by the other party
        of
        any provision hereof shall not affect its right to require performance of
        such
        provision unless and until such performance has been waived in writing. Each
        and
        every right hereunder is cumulative and may be exercised in part or in whole
        from time to time.

      


      7. Notices.

      


      Any
        notice which either party hereto may be required or permitted to give the
        other
        shall be in writing and may be delivered personally or by mail, postage prepaid,
        addressed to the Secretary of the Company, at its then corporate headquarters,
        and the Holder at his address as shown on the Company’s records, or to such
        other address as the Holder, by notice to the Company, may designate in writing
        from time to time.

      


      8. Miscellaneous.

      


      The
        Company may require each person purchasing or receiving shares pursuant to
        this
        Stock Option to represent to and agree with the Company in writing that such
        person is acquiring the shares without a view to the distribution thereof.
        The
        certificates for such shares may include any legend which the Company deems
        appropriate to reflect any restrictions on transfer. All certificates for
        shares
        of Stock or other securities delivered hereunder shall be subject to such
        stock
        transfer orders and other restrictions as the Company may deem advisable
        under
        the rules, regulations and other requirements of the Securities Exchange
        Commission, any stock exchange or market on which the Stock is then listed
        and
        any applicable Federal or state securities law, and the Company may cause
        a
        legend or legends to be put on any such certificates to make appropriate
        reference to such restrictions.

      


      Any
        amounts owed to the Company or an Affiliate by the Holder of whatever nature
        may
        be offset by the Company from the value of any shares of Stock, cash or other
        thing of value under this Agreement to be transferred to the Holder, and
        no
        shares of Stock, cash or other thing of value under this Agreement shall
        be
        transferred unless and until all disputes between the Company and the Holder
        have been fully and finally resolved and the Holder has waived all claims
        to
        such against the Company or an Affiliate.

       

      
        
           

        

        
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      This
        Agreement shall inure to the benefit of and be binding upon each successor
        and
        assign of the Company. All obligations imposed upon a Holder, and all rights
        granted to the Company hereunder, shall be binding upon the Holder’s heirs,
        legal representatives and successors.

      


      This
        Agreement constitutes the entire agreement with respect to the subject matter
        hereof.

      


      None
        of
        the Company or any Affiliate shall have any duty or obligation to disclose
        affirmatively to a record or beneficial holder of Stock or this Stock Option,
        and such holder shall have no right to be advised of, any material information
        regarding the Company or any Affiliate at any time prior to, upon or in
        connection with receipt or the exercise of this Stock Option.

      


      9. Definitions.

      


      
        	 	
                (a)

              	
                “Affiliate”
                  means a corporation or other entity controlled by the Company and
                  designated by the Company as such.

              


      

      


      
        	 	
                (b)

              	
                “Fair
                  Market Value”
                  means, as of any given date, if
                  the Common Stock is publicly traded, the closing sales price for
                  the last
                  market trading day prior to such date, or, if not available, the
                  mean
                  between the bona fide bid and asked prices of the Common Stock
                  on the last
                  market trading day prior to such date. In any situation not covered
                  above,
                  the Fair Market Value shall be determined by
                  the Company acting in good faith on such basis as it deems appropriate.
                  

              


      

      


      
        	 	
                (c)

              	
                “Representative”
                  means (i) the person or entity acting as the executor or administrator
                  of
                  a Holder’s estate pursuant to the last will and testament of a Holder or
                  pursuant to the laws of the jurisdiction in which the Holder had
                  his or
                  her primary residence at the date of the Holder’s death; (ii) the
                  person or entity acting as the guardian or temporary guardian of
                  a Holder;
                  (iii) the person or entity which is the beneficiary of the Holder
                  upon or following the Holder’s death; or (iv) any person to whom a Stock
                  Option has been transferred with the permission of the Company
                  or by
                  operation of law; provided that only one of the foregoing shall
                  be the
                  Representative at any point in time as determined under applicable
                  law and
                  recognized by the Company.

              


      

      


      
        	 	
                (d)

              	
                “Stock”
                  means Common Stock, par value $.001 per share, of the
                  Company.

              


      

      


      


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      IN
        WITNESS WHEREOF,
        the
        Company has caused this Nonqualified Stock Option Agreement to be duly executed
        by an officer thereunto duly authorized, and the Holder has hereunto set
        his or
        her hand, all as of the day and year first above written.

      


      


      
        	
                The
                  Company:

              	
                SPECTRUMDNA,
                  INC.

              
	 	 	 
	 	 	 
	 	
                By: 
                  

              	    

	 	
                Name:

              
	 	
                Title:

              
	 	 	 
	 	 	 
	
                The
                  Holder:

              	
                    
                  

              
	
                 

              	
                 

              	 
	 	 	 
	 	
                The
                  Holder’s Address:

              
	 	 	 
	 	
                  
                  

              
	 	 	 
	 	
                    
                  

              


      

       

      
        
           

        

        
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