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                                                                  Exhibit 4.6
                               SENSAR CORPORATION

                            2001 STOCK INCENTIVE PLAN

      1. PURPOSE. The purpose of this 2001 Incentive Stock Plan (the "PLAN") is
to enable Sensar Corporation (the "COMPANY") to attract and retain the services
of (i) selected employees, officers and directors of the Company or any parent
or subsidiary of the Company and (ii) selected nonemployee agents, consultants,
advisers and independent contractors of the Company or any parent or subsidiary
of the Company. For purposes of this Plan, a person is considered to be employed
by or in the service of the Company if the person is employed by or in the
service of the Company or any parent or subsidiary of the Company (an
"EMPLOYER").

      2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below and
in Section 10, the shares to be offered under the Plan shall consist of Common
Stock of the Company, and the total number of shares of Common Stock that may be
issued under the Plan shall be 8,000,000 shares. If an option or
Performance-based Award (as defined below) granted under the Plan expires,
terminates or is canceled, the unissued shares subject to that option or
Performance-based Award shall again be available under the Plan. If shares
awarded as a bonus pursuant to Section 7 or sold pursuant to Section 8 under the
Plan are forfeited to or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.

      3.    EFFECTIVE DATE AND DURATION OF PLAN.

            3.1 EFFECTIVE DATE. The Plan shall become effective as of January
28, 2002. Options and Performance-based Awards may be granted and shares may be
awarded as bonuses or sold under the Plan at any time after the effective date
and before termination of the Plan. Notwithstanding the foregoing, (a) no
payments shall be made under a Performance-based Award unless and until the Plan
is approved by the shareholders of the Company, and (b) any option that is
designated an Incentive Stock Option (as defined in Section 5 below) granted
under the Plan shall be deemed to be a Non-Statutory Stock Option if it is
exercised prior to the approval of the Plan by the shareholders of the Company,
if shareholder approval is not obtained or if shareholder approval is obtained
more than one year after the date the Plan became effective. All agreements
reflecting the grant of Performance-based Awards or options that are designated
Incentive Stock Options shall contain provisions reflecting the limitations set
forth in the paragraph.

            3.2 DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
the shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options, Performance-based Awards and shares
subject to restrictions then outstanding under the Plan. Termination shall not
affect any outstanding options, Performance-based Awards, any right of the
Company to repurchase shares or the forfeitability of shares issued under the
Plan.

      4.    ADMINISTRATION.

            4.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board
of Directors of the Company, which shall determine and designate the individuals
to whom awards shall be made, the amount of the awards and the other terms and
conditions of the awards. Subject to the provisions of the Plan, the Board of
Directors may adopt and amend rules and regulations relating to administration
of the Plan, advance the lapse of any waiting period, accelerate any exercise
date, waive or modify any restriction applicable to shares (except those
restrictions imposed by law) and make all other determinations in the judgment
of the Board of Directors necessary or desirable for the administration of the
Plan. The interpretation and construction of the provisions of the Plan and
related agreements by the Board of Directors shall be final and conclusive. The
Board of Directors may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any related agreement in the manner and to
the extent it deems expedient to carry the Plan into effect, and the Board of
Directors shall be the sole and final judge of such expediency.

            4.2 COMMITTEE. The Board of Directors may delegate to any committee
of the Board of Directors (the "COMMITTEE") any or all authority for
administration of the Plan. If authority is delegated to the Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee, except (i) as otherwise provided by the Board of Directors and (ii)
only the Board of Directors may amend or terminate the Plan as provided in
Sections 3, 10 and 11.

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      5. TYPES OF AWARDS; ELIGIBILITY; LIMITATIONS. The Board of Directors may,
from time to time, take the following actions, separately or in combination,
under the Plan: (i) grant options that are Incentive Stock Options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE")
("INCENTIVE STOCK OPTIONS"); (ii) grant options that are not Incentive Stock
Options ("NON-STATUTORY STOCK OPTIONS"); (iii) award stock bonuses as provided
in Section 7; (iv) issue shares subject to restrictions as provided in Section
8; and (v) award Performance-based Awards as provided in Section 9. Awards may
be made to employees, including employees who are officers or directors, and to
other individuals described in Section 1 selected by the Board of Directors;
provided, however, only employees of the Company or any parent or subsidiary of
the Company (as defined in Sections 424(e) and 424(f) of the Code) are eligible
to receive Incentive Stock Options under the Plan. The Board of Directors shall
select the individuals to whom awards shall be made and shall specify the action
taken with respect to each individual to whom an award is made. At the
discretion of the Board of Directors, an individual may be given an election to
surrender an award in exchange for the grant of a new award.

      6.    OPTION GRANTS.

            6.1   GENERAL RULES RELATING TO OPTIONS.

                  6.1-1 TERMS OF GRANT. The Board of Directors may grant options
under the Plan. With respect to each option grant, the Board of Directors shall
determine the number of shares subject to the option, the exercise price, the
period of the option, the time or times at which the option may be exercised and
whether the option is an Incentive Stock Option or a Non-Statutory Stock Option.
At the time of the grant of an option or at any time thereafter, the Board of
Directors may provide that an optionee who exercised an option with Common Stock
of the Company shall automatically receive a new option to purchase additional
shares equal to the number of shares surrendered and may specify the terms and
conditions of such new options.

                  6.1-2 EXERCISE OF OPTIONS. Except as provided in Section 6.1-4
or as determined by the Board of Directors, no option granted under the Plan may
be exercised unless at the time of exercise the optionee is employed by or in
the service of the Company and shall have been so employed or provided such
service continuously since the date the option was granted. Except as provided
in Sections 6.1-4 and 10, options granted under the Plan may be exercised from
time to time over the period stated in each option in amounts and at times
prescribed by the Board of Directors, provided that options may not be exercised
for fractional shares. In the event the Board of Directors does not specify a
vesting schedule for any Option at the time of grant, such option (a) shall not
be exercisable until 12 months after the grant date, (b) shall become
exercisable for 1/3 of the total number of shares subject thereto at the end of
12 months following the grant date and (c) shall become exercisable with respect
to 1/36 of the total number of shares at the end of each month thereafter, so
that the option will be fully exercisable on the third anniversary of the grant.
Unless otherwise determined by the Board of Directors, if an optionee does not
exercise an option in any one year for the full number of shares to which the
optionee is entitled in that year, the optionee's rights shall be cumulative and
the optionee may purchase those shares in any subsequent year during the term of
the option.

                  6.1-3 NONTRANSFERABILITY. Each Incentive Stock Option and,
unless otherwise determined by the Board of Directors (either at or following
the grant date), each other option granted under the Plan by its terms (i) shall
be nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death, and (ii)
during the optionee's lifetime, shall be exercisable only by the optionee.

                  6.1-4 TERMINATION OF EMPLOYMENT OR SERVICE.

                        6.1-4(a)    GENERAL RULE.  Unless otherwise
determined by the Board of Directors (either at or following the grant date),
if an optionee's employment or service with the Company terminates for any
reason other than because of total disability or death as provided in
Sections 6.1-4(b) and (c), his or her option may be exercised at any time
before the expiration date of the option or the expiration of 30 days after
the date of termination, whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the option at the date of
termination.

                        6.1-4(b)    TERMINATION BECAUSE OF TOTAL DISABILITY.
Unless otherwise determined by the Board of Directors, if an optionee's
employment or service with the Company terminates because of total
disability, his or her option may be exercised at any time before the
expiration date of the option or before the date 12 months after the date of
termination, whichever is the shorter period, but only if and to the extent
the optionee was entitled to exercise the option at the date of termination.
The term "total disability" means a medically determinable mental or physical
impairment that is expected to result in death or has lasted or is expected
to last for a continuous period of 12 months or more and that, in the

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opinion of the Company and two independent physicians, causes the optionee to
be unable to perform his or her duties as an employee, director, officer or
consultant of the Employer and unable to be engaged in any substantial
gainful activity. Total disability shall be deemed to have occurred on the
first day after the two independent physicians have furnished their written
opinion of total disability to the Company and the Company has reached an
opinion of total disability.

                        6.1-4(c)    TERMINATION BECAUSE OF DEATH.  Unless
otherwise determined by the Board of Directors, if an optionee dies while
employed by or providing service to the Company, his or her option may be
exercised at any time before the expiration date of the option or before the
date 12 months after the date of death, whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option at
the date of death and only by the person or persons to whom the optionee's
rights under the option shall pass by the optionee's will or by the laws of
descent and distribution of the state or country of domicile at the time of
death.

                        6.1-4(d)    AMENDMENT OF EXERCISE PERIOD APPLICABLE
TO TERMINATION. The Board of Directors may at any time extend the 30-day and
12-month exercise periods any length of time not longer than the original
expiration date of the option. The Board of Directors may at any time
increase the portion of an option that is exercisable, subject to terms and
conditions determined by the Board of Directors.

                        6.1-4(e)    FAILURE TO EXERCISE OPTION.  To the
extent that the option of any deceased optionee or any optionee whose
employment or service terminates is not exercised within the applicable
period, all further rights to purchase shares pursuant to the option shall
cease and terminate.

                        6.1-4(f)    LEAVE OF ABSENCE.  Absence on leave
approved by the Employer or on account of illness or disability shall not be
deemed a termination or interruption of employment or service. Unless
otherwise determined by the Board of Directors, vesting of options shall
continue during a medical, family or military leave of absence, whether paid
or unpaid, and vesting of options shall be suspended during any other unpaid
leave of absence.

                  6.1-5 PURCHASE OF SHARES.

                        6.1-5(a) NOTICE OF EXERCISE. Unless the Board of
Directors determines otherwise, shares may be acquired pursuant to an option
granted under the Plan only upon the Company's receipt of written notice from
the optionee of the optionee's binding commitment to purchase shares,
specifying the number of shares the optionee desires to purchase under the
option and the date on which the optionee agrees to complete the transaction,
and, if required to comply with the Securities Act of 1933 and/or governing
state securities laws, containing a representation that it is the optionee's
intention to acquire the shares for investment and not with a view to
distribution.

                        6.1-5(b) PAYMENT. Unless the Board of Directors
determines otherwise (either at or following the grant date), on or before
the date specified for completion of the purchase of shares pursuant to an
option exercise, the optionee must pay the Company the full purchase price of
those shares in cash or by check or, with the consent of the Board of
Directors, in whole or in part, in Common Stock of the Company valued at fair
market value, restricted stock or other contingent awards denominated in
either stock or cash, promissory notes and other forms of consideration.
Unless otherwise determined by the Board of Directors (either at or following
the grant date), any Common Stock provided in payment of the purchase price
must have been previously acquired and held by the optionee for at least six
months. The fair market value of Common Stock provided in payment of the
purchase price shall be the closing price of the Common Stock last reported
before the time payment in Common Stock is made or, if earlier, committed to
be made, if the Common Stock is publicly traded, or another value of the
Common Stock as specified by the Board of Directors. No shares shall be
issued until full payment for the shares has been made, including all amounts
owed for tax withholding. With the consent of the Board of Directors, an
optionee may request the Company to apply automatically the shares to be
received upon the exercise of a portion of a stock option (even though stock
certificates have not yet been issued) to satisfy the purchase price for
additional portions of the option.

                        6.1-5(c)    TAX WITHHOLDING.  Each optionee who has
exercised an option shall, immediately upon notification of the amount due,
if any, pay to the Company in cash or by check amounts necessary to satisfy
any applicable federal, state and local tax withholding requirements. If
additional withholding is or becomes required (as a result of exercise of an
option or as a result of disposition of shares acquired pursuant to exercise
of an option) beyond any amount deposited before delivery of the
certificates, the optionee shall pay such amount, in cash or by check, to the
Company on demand. If the optionee fails to pay the amount demanded, the
Company or the Employer may withhold that amount from other amounts payable
to the optionee, including salary, subject to applicable law. With the
consent of the

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Board of Directors, an optionee may satisfy this obligation, in whole or in
part, by instructing the Company to withhold from the shares to be issued
upon exercise or by delivering to the Company other shares of Common Stock;
provided, however, that the number of shares so withheld or delivered shall
not exceed the minimum amount necessary to satisfy the required withholding
obligation.

                        6.1-5(d)    REDUCTION OF RESERVED SHARES.  Upon the
exercise of an option, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued upon exercise of the
option (less the number of any shares surrendered in payment for the exercise
price or withheld to satisfy withholding requirements).

                  6.1-6 LIMITATIONS ON GRANTS TO NON-EXEMPT EMPLOYEES. Unless
otherwise determined by the Board of Directors (either at or following the
grant date), if an employee of the Company or any parent or subsidiary of the
Company is a non-exempt employee subject to the overtime compensation
provisions of Section 7 of the Fair Labor Standards Act (the "FLSA"), any
option granted to that employee shall be subject to the following
restrictions: (i) the option price shall be at least 85 percent of the fair
market value, as described in Section 6.2-4, of the Common Stock subject to
the option on the date it is granted; and (ii) the option shall not be
exercisable until at least six months after the date it is granted; provided,
however, that this six-month restriction on exercisability will cease to
apply if the employee dies, becomes disabled or retires, there is a change in
ownership of the Company, or in other circumstances permitted by regulation,
all as prescribed in Section 7(e)(8)(B) of the FLSA.

            6.2   INCENTIVE STOCK OPTIONS.  Incentive Stock Options shall be
subject to the following additional terms and conditions:

                  6.2-1 LIMITATION ON AMOUNT OF GRANTS. If the aggregate fair
market value of stock (determined as of the date the option is granted) for
which Incentive Stock Options granted under this Plan (and any other stock
incentive plan of the Company or its parent or subsidiary corporations, as
defined in subsections 424(e) and 424(f) of the Code) are exercisable for the
first time by an employee during any calendar year exceeds $100,000, the
portion of the option or options not exceeding $100,000, to the extent of
whole shares, will be treated as an Incentive Stock Option and the remaining
portion of the option or options will be treated as a Non-Statutory Stock
Option. The preceding sentence will be applied by taking options into account
in the order in which they were granted. If, under the $100,000 limitation, a
portion of an option is treated as an Incentive Stock Option and the
remaining portion of the option is treated as a Non-Statutory Stock Option,
unless the optionee designates otherwise at the time of exercise, the
optionee's exercise of all or a portion of the option will be treated as the
exercise of the Incentive Stock Option portion of the option to the full
extent permitted under the $100,000 limitation. If an optionee exercises an
option that is treated as in part an Incentive Stock Option and in part a
Non-Statutory Stock Option, the Company will designate the portion of the
stock acquired pursuant to the exercise of the Incentive Stock Option portion
as Incentive Stock Option stock by issuing a separate certificate for that
portion of the stock and identifying the certificate as Incentive Stock
Option stock in its stock records.

                  6.2-2 LIMITATIONS ON GRANTS TO 10 PERCENT SHAREHOLDERS. An
Incentive Stock Option may be granted under the Plan to an employee
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary (as defined in
subsections 424(e) and 424(f) of the Code) only if the option price is at
least 110 percent of the fair market value, as described in Section 6.2-4, of
the Common Stock subject to the option on the date it is granted and the
option by its terms is not exercisable after the expiration of five years
from the date it is granted.

                  6.2-3 DURATION OF OPTIONS. Subject to Sections 6.1-2, 6.1-4
and 6.2-2, Incentive Stock Options granted under the Plan shall continue in
effect for the period fixed by the Board of Directors, except that by its
terms no Incentive Stock Option shall be exercisable after the expiration of
10 years from the date it is granted.

                  6.2-4 OPTION PRICE. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided
in Section 6.2-2, the option price shall not be less than 100 percent of the
fair market value of the Common Stock covered by the Incentive Stock Option
at the date the option is granted. The fair market value shall be the closing
price of the Common Stock last reported before the time the option is
granted, if the stock is publicly traded, or another value of the Common
Stock as specified by the Board of Directors.

                  6.2-5 LIMITATION ON TIME OF GRANT. No Incentive Stock
Option shall be granted on or after the tenth anniversary of the last action
by the Board of Directors adopting the Plan or approving an increase in the
number of shares available for issuance under the Plan, which action was
subsequently approved within 12 months by the shareholders.

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                  6.2-6 EARLY DISPOSITIONS. If within two years after an
Incentive Stock Option is granted or within 12 months after an Incentive Stock
Option is exercised, the optionee sells or otherwise disposes of Common Stock
acquired on exercise of the Option, the optionee shall within 30 days of the
sale or disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.).

            6.3 NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall
be subject to the following terms and conditions, in addition to those set forth
in Section 6.1 above:

                  6.3-1 OPTION PRICE. The option price for Non-Statutory Stock
Options shall be determined by the Board of Directors at the time of grant and
may be any amount determined by the Board of Directors.

                  6.3-2 DURATION OF OPTIONS. Non-Statutory Stock Options granted
under the Plan shall continue in effect for the period fixed by the Board of
Directors.

      7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

      8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for any consideration (including promissory notes and services) determined
by the Board of Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares issued, together with any other
restrictions determined by the Board of Directors. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which shall
be executed by the Company and the prospective purchaser of the shares before
the delivery of certificates representing the shares to the purchaser. The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

      9. PERFORMANCE-BASED AWARDS. To the extent counsel for the Company
determines that the applicable grants to qualify, the Board of Directors may
grant awards intended to qualify as qualified performance-based compensation
under Section 162(m) of the Code and the regulations thereunder
("PERFORMANCE-BASED AWARDS"). Performance-based Awards shall be denominated
at the time of grant either in Common Stock ("STOCK PERFORMANCE AWARDS") or
in dollar amounts ("DOLLAR PERFORMANCE AWARDS"). Payment under a Stock
Performance Award or a Dollar Performance Award shall be made, at the
discretion of the Board of Directors, in Common Stock ("PERFORMANCE SHARES"),
or in cash or in any combination thereof. Performance-based Awards shall be
subject to the following terms and conditions:

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            9.1   AWARD PERIOD.  The Board of Directors shall determine the
period of time for which a Performance-based Award is made (the "AWARD
PERIOD").

            9.2 PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall
establish in writing objectives ("PERFORMANCE GOALS") that must be met by the
Company or any subsidiary, division or other unit of the Company ("BUSINESS
UNIT") during the Award Period as a condition to payment being made under the
Performance-based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the
following objective measures with respect to the Company or any Business
Unit: earnings, earnings per share, stock price increase, total shareholder
return (stock price increase plus dividends), return on equity, return on
assets, return on capital, economic value added, revenues, operating income,
inventories, inventory turns, cash flows or any of the foregoing before the
effect of acquisitions, divestitures, accounting changes, and restructuring
and special charges (determined according to criteria established by the
Board of Directors). The Board of Directors shall also establish the number
of Performance Shares or the amount of cash payment to be made under a
Performance-based Award if the Performance Goals are met or exceeded,
including the fixing of a maximum payment (subject to Section 9.4). The Board
of Directors may establish other restrictions to payment under a
Performance-based Award, such as a continued employment requirement, in
addition to satisfaction of the Performance Goals. Some or all of the
Performance Shares may be issued at the time of the award as restricted
shares subject to forfeiture in whole or in part if Performance Goals or, if
applicable, other restrictions are not satisfied.

            9.3 COMPUTATION OF PAYMENT. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Goals. If the Performance Goals are
not met, no payment shall be made under a Performance-based Award. If the
Performance Goals are met or exceeded, the Board of Directors shall certify
that fact in writing and certify the number of Performance Shares earned or
the amount of cash payment to be made under the terms of the
Performance-based Award.

            9.4 MAXIMUM AWARDS. No participant may receive in any fiscal year
Stock Performance Awards under which the aggregate amount payable under the
Awards exceeds the equivalent of 500,000 shares of Common Stock or Dollar
Performance Awards under which the aggregate amount payable under the Awards
exceeds $500,000.

            9.5 TAX WITHHOLDING. Each participant who has received
Performance Shares shall, upon notification of the amount due, pay to the
Company in cash or by check amounts necessary to satisfy any applicable
federal, state and local tax withholding requirements. If the participant
fails to pay the amount demanded, the Company or the Employer may withhold
that amount from other amounts payable to the participant, including salary,
subject to applicable law. With the consent of the Board of Directors, a
participant may satisfy this obligation, in whole or in part, by instructing
the Company to withhold from any shares to be issued or by delivering to the
Company other shares of Common Stock; provided, however, that the number of
shares so delivered or withheld shall not exceed the minimum amount necessary
to satisfy the required withholding obligation.

            9.6 EFFECT ON SHARES AVAILABLE. The payment of a
Performance-based Award in cash shall not reduce the number of shares of
Common Stock reserved for issuance under the Plan. The number of shares of
Common Stock reserved for issuance under the Plan shall be reduced by the
number of shares issued upon payment of an award, less the number of shares
delivered or withheld to satisfy withholding obligations.

      10.   CHANGES IN CAPITAL STRUCTURE.

            10.1 STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common Stock
of the Company is hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to effect any
adjustment that would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board of Directors. Any such
adjustments made by the Board of Directors shall be conclusive.

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            10.2 MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party, any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company, or the transfer by one or more shareholders, in one transfer or
several related transfers, of 50% of more of the Common Stock outstanding on the
date of such transfer (or the first of such related transfers) to persons, other
than wholly-owned subsidiaries or family trusts, who were not shareholders of
the Company prior to the first such transfer (each, a "Transaction"), the Board
of Directors shall, in its sole discretion and to the extent possible under the
structure of the Transaction, select one of the following alternatives for
treating outstanding options under the Plan prior to the consummation of the
Transaction:

                  10.2-1 Outstanding options shall remain in effect in
      accordance with their terms.

                  10.2-2 Outstanding options shall be converted into options to
      purchase stock in one or more of the corporations, including the Company,
      that are the surviving or acquiring corporations in the Transaction. The
      amount, type of securities subject thereto and exercise price of the
      converted options shall be determined by the Board of Directors of the
      Company, taking into account the relative values of the companies involved
      in the Transaction and the exchange rate, if any, used in determining
      shares of the surviving corporation(s) to be held by holders of shares of
      the Company following the Transaction. Unless otherwise determined by the
      Board of Directors, the converted options shall be vested only to the
      extent that the vesting requirements relating to options granted hereunder
      have been satisfied.

                  10.2-3 The Board of Directors shall provide a period of at
      least 10 days before the completion of the Transaction during which
      outstanding options may be exercised, to the extent then exercisable, and
      upon the expiration of that period, all unexercised options shall
      immediately terminate. The Board of Directors may, in its sole discretion,
      accelerate the exercisability of options so that they are exercisable in
      full during that period.

            10.3 DISSOLUTION OF THE COMPANY. In the event of the dissolution of
the Company, options shall be treated in accordance with Section 10.2-3.

            10.4 RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors
may also grant options and stock bonuses and Performance-based Awards and issue
restricted stock under the Plan with terms, conditions and provisions that vary
from those specified in the Plan, provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options,
stock bonuses, Performance-based Awards and restricted stock granted, awarded or
issued by another corporation and assumed or otherwise agreed to be provided for
by the Company pursuant to or by reason of a Transaction.

      11. AMENDMENT OF THE PLAN. The Board of Directors may at any time modify
or amend the Plan in any respect. Except as provided in Section 10, however, no
change in an award already granted shall be made without the written consent of
the holder of the award if the change would adversely affect the holder.

      12. APPROVALS. The Company's obligations under the Plan are subject to the
approval of state and federal authorities or agencies with jurisdiction in the
matter. The Company will use its best efforts to take steps required by state or
federal law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the Company's
shares may then be listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver Common Stock under the Plan if such issuance or delivery would violate
state or federal securities laws. Unless the Company determines, with advice of
counsel that such legend is not necessary, certificates representing all shares
of Common Stock issued in connection with the Plan will contain a legend
indicating that such shares of Common Stock are "restricted securities," as
defined under Rule 144 promulgated under the Securities Act of 1933, as amended,
and that such shares may not be transferred unless such transfer is registered
under the Securities Act and governing state securities laws or exempt from the
registration requirements of the same.

      13. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of an Employer or interfere in any way with the
Employer's right to terminate the employee's employment at will at any time, for
any reason, with or without cause, or to decrease the employee's compensation or
benefits, or (ii) confer upon any person engaged by an Employer any right to be
retained or employed by the Employer or to the continuation, extension, renewal
or modification of any compensation, contract or

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arrangement with or by the Employer.

      14. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any shares of Common Stock
until the date the recipient becomes the holder of record of those shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date occurs before the date
the recipient becomes the holder of record.

      The undersigned, who is the duly elected Chief Operating Officer of the
Company, hereby certifies that, this Plan was approved by the Board of Directors
of the Company and became effective on January 28, 2002. This Plan reflects all
amendments. The Plan may be submitted to the shareholders for approval if the
officers of the Company determine that it is in the best interest of
shareholders.


                                          SENSAR CORPORATION


                                          By:     /s/ Andrew Bebbington
                                             ----------------------------------
                                             Andrew Bebbington
                                             Chief Operating Officer

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