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                                                                   EXHIBIT 10.1


                                 BRUKER AXS INC.
                             2000 STOCK OPTION PLAN


         1.       PURPOSE OF THE PLAN.

         This stock option plan (the "2000 Stock Option Plan") is intended to
encourage ownership of the stock of Bruker AXS Inc. (the "Company") by
management, employees, directors, consultants and advisors ("Optionees") of the
Company and its subsidiaries, to induce qualified personnel to enter and remain
in the employ of the Company or its subsidiaries and otherwise to provide
additional incentive for Optionees to promote the success of its business.

         2.       STOCK SUBJECT TO THE 2000 STOCK OPTION PLAN.

              (a) The total number of shares of the authorized but unissued or
Treasury shares of the common stock, $.01 par value, of the Company ("Common
Stock") for which options may be granted under the 2000 Stock Option Plan shall
not exceed one million nine hundred thirty seven thousand six hundred twenty
five (1,937,625) of the issued and outstanding shares of Common Stock after the
completion of the Company's initial public offering, subject to adjustment as
provided in Section 12 hereof.

              (b) If an option granted hereunder shall expire or terminate for
any reason without having vested fully or having been exercised in full, the
unvested and/or unpurchased shares subject thereto shall again be available for
subsequent option grants under the 2000 Stock Option Plan.

              (c) Stock issuable upon exercise of an option granted under the
2000 Stock Option Plan may be subject to such restrictions on transfer,
repurchase rights (but not to exceed 20% of the stock issuable upon exercise of
options granted under the 2000 Stock Option Plan) or other restrictions as shall
be determined by the Board of Directors of the Company (the "Board").


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              (d) Notwithstanding any other provision of this Plan to the
contrary, the Compensation Committee of the Board shall have the right, in its
sole discretion, to allocate and grant up to twenty percent (20%) of the Common
Stock authorized to be granted as options hereunder as restricted stock to
employees of the Company on such terms and conditions and pursuant to such
restricted stock agreements as the Compensation Committee, in its discretion,
shall deem appropriate.

         3.       ADMINISTRATION OF THE 2000 STOCK OPTION PLAN.

         At the discretion of the Board, the 2000 Stock Option Plan shall be
administered either by (i) the Board, or (ii) the compensation committee (the
"Compensation Committee") consisting of two or more members of the Board. In the
event the Board is the administrator of the 2000 Stock Option Plan, references
herein to the Compensation Committee shall be deemed to include the full Board.
The Board may from time to time appoint a member or members of the Compensation
Committee in substitution for or in addition to the member or members then in
office and may fill vacancies on the Compensation Committee however caused. The
Compensation Committee shall choose one of its members as Chairman and shall
hold meetings at such times and places as it shall deem advisable. A majority of
the members of the Compensation Committee shall constitute a quorum and any
action may be taken by a majority of those present and voting at any meeting.

         Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Compensation Committee. The
decision of the Compensation Committee as to all questions of interpretation and
application of the 2000 Stock Option Plan shall be final, binding and conclusive
on all persons. The Compensation Committee shall have the authority to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the 2000 Stock Option Plan. The Compensation
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the 2000 Stock


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Option Plan or in any option agreement granted hereunder in the manner and to
the extent it shall deem expedient to carry the 2000 Stock Option Plan into
effect and shall be the sole and final judge of such expediency. No Compensation
Committee member shall be liable for any action or determination made in good
faith.

         4.       TYPE OF OPTIONS.

         Options granted pursuant to the 2000 Stock Option Plan shall be
authorized by action of the Compensation Committee and may be designated as
either incentive stock options meeting the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified options
which are not intended to meet the requirements of such Section 422 of the Code,
the designation to be in the sole discretion of the Compensation Committee. The
2000 Stock Option Plan shall be administered by the Compensation Committee in
such manner as to permit options granted as incentive stock options to qualify
as incentive stock options under the Code. Employees of non-U.S. subsidiaries
are eligible to receive non-qualified stock options.

         5.       ELIGIBILITY

              (a) As required by U.S. law, incentive stock options shall only be
granted to Optionees who are employees. As a result, options designated as
incentive stock options shall, subject to the limitation on amounts of more than
10% of the combined voting power of the Company as designated in Section 5(e),
be granted only to employees (including officers and directors who are also
employees) of the Company or any of its subsidiaries, including subsidiaries
which become such after adoption of the 2000 Stock Option Plan.

              (b) The law permits more flexibility for the grant of
non-qualified stock options. Accordingly, options designated as non-qualified
options may be granted to officers, employees, consultants, advisors and
directors of the Company or of any of its subsidiaries, including subsidiaries
which become such after adoption of the 2000 Stock Option Plan.

              (c) As used herein, "subsidiary" or "subsidiaries" shall be as
defined in Section 424 of the Code and the Treasury Regulations promulgated
thereunder (the "Regulations").

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              (d) The Compensation Committee shall, from time to time, at its
sole discretion, select from such eligible persons those to whom options shall
be granted and shall determine the number of shares to be subject to each
option. In determining the eligibility of a person to be granted an option, as
well as in determining the number of shares to be granted to any person, the
Compensation Committee in its sole discretion shall take into account the
position and responsibilities of the person being considered, the nature and
value to the Company or its subsidiaries of his or her service and
accomplishments, his or her present and potential contribution to the success of
the Company or its subsidiaries, and such other factors as the Compensation
Committee may deem relevant.

              (e) As required by law, no option designated as an incentive stock
option shall be granted to any employee of the Company or any subsidiary if such
employee owns, immediately prior to the grant of an option, stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of a parent or a subsidiary, unless the purchase price for the stock
under such option shall be at least 110% of its fair market value at the time
such option is granted and the option, by its terms, shall not be exercisable
more than five years from the date it is granted. In determining the stock
ownership under this paragraph, the provisions of Section 424(d) of the Code
shall be controlling.

              (f) In determining the fair market value under this paragraph, the
provisions of Section 7 hereof shall apply.

         6.       OPTION AGREEMENT.

         Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the Optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the 2000 Stock Option Plan. The Agreement may contain such other
terms, provisions and conditions which are not inconsistent with the 2000 Stock
Option Plan as may be determined by the Compensation Committee; provided that
(a) options designated as incentive stock options shall meet all of the
conditions for incentive stock options as defined in Section 422 of the Code;
(b) the vesting

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schedule contained in the form of incentive stock option agreement approved by
the Board shall not be altered by the Compensation Committee for any grant of an
incentive stock option, except for individual Agreements, if any, to comply with
section 5 (e) of the Plan; and (c) the vesting schedule contained in the form of
non-qualified stock option agreement approved by the Board shall be the
recommended vesting schedule for the grant of non-qualified stock options by the
Compensation Committee but may be altered by the Compensation Committee. The
date of grant of an option shall be as determined by the Compensation Committee.
More than one option may be granted to an individual.


        7. OPTION PRICE.

         The option price or prices of shares of the Company's Common Stock for
options designated as non-qualified stock options shall be as determined by the
Compensation Committee, but in no event shall the option price of a
non-qualified stock option be less than 50% of the fair market value of such
Common Stock at the time the option is granted, as determined by the
Compensation Committee. The option price or prices of shares of the Company's
Common Stock for incentive stock options shall be not less than the fair market
value of such Common Stock at the time the option is granted as determined by
the Compensation Committee in accordance with the Regulations promulgated under
Section 422 of the Code. If such shares are then listed on any national
securities exchange, the fair market value shall be the mean between the high
and low sales prices, if any, on the largest such exchange on the date of the
grant of the option or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the shares are not then listed on any
such exchange, the fair market value of such shares shall be the mean between
the high and low sales prices, if any, as reported in the National Association
of Securities Dealers Automated Quotation National Market ("NASDAQ/NM") for the
date of the grant of the option, or, if none, shall be determined by taking a
weighted average of the means between the highest and lowest sales on the
nearest date before and the nearest date after the date

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of grant in accordance with Treasury Regulations Section 25.2512-2. If the
shares are not then either listed on any such exchange or quoted in
NASDAQ/NM, the fair market value shall be the mean between the average of the
"Bid" and the average of the "Ask" prices, if any, as reported in the
National Daily Quotation Service for the date of the grant of the option, or,
if none, shall be determined by taking a weighted average of the means
between the highest and lowest sales prices on the nearest date before and
the nearest date after the date of grant in accordance with Treasury
Regulations Section 25.2512-2. If the fair market value cannot be determined
under the preceding three sentences, it shall be determined in good faith by
the Compensation Committee.

         8. MANNER OF PAYMENT; MANNER OF EXERCISE.

              (a) Options granted under the 2000 Stock Option Plan may provide
for the payment of the exercise price, as determined by the Compensation
Committee, and as set forth in the Option Agreement, by delivery of cash or a
check payable to the order of the Company in an amount equal to the exercise
price of such options.

              (b) To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
Optionee exercising the option, to the Company, stating the number of shares
with respect to which the option is being exercised, accompanied by payment in
full for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the Optionee exercising the option at such
time, during ordinary business hours, not more than thirty (30) days from the
date of receipt of the notice by the Company, as shall be designated in such
notice, or at such time, place and manner as may be agreed upon by the Company
and the person or persons exercising the option. Upon exercise of the option and
payment as provided above, the Optionee shall become a shareholder of the
Company as to the Shares acquired upon such exercise.


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         9.       EXERCISE OF OPTIONS.

         Each option granted under the 2000 Stock Option Plan shall, subject to
Section 6, Section 10(b) and Section 12 hereof, be exercisable at such time or
times and during such period as determined by the Compensation Committee which
shall be set forth in the Agreement; provided, however, that no option granted
under the 2000 Stock Option Plan shall have a term in excess of ten (10) years
from the date of grant.

         To the extent that an option to purchase shares is not exercised by an
Optionee when it becomes initially exercisable, it shall not expire but shall be
carried forward and shall be exercisable, on a cumulative basis, until the
expiration of the exercise period. No partial exercise may be made for less than
fifty (50) full shares of Common Stock.

         Notwithstanding the foregoing, the Compensation Committee may in its
discretion accelerate the exerciseability of any option subject to such terms
and conditions as the Compensation Committee deems necessary and appropriate.

         10. TERM OF OPTIONS; EXERCISEABILITY.

              (a) TERM.

                  (1) Each option shall expire not more than ten (10) years from
the date of the granting thereof, but shall be subject to earlier termination as
herein provided. Certain options may expire after five (5) years to comply with
section 5 (e) of the Plan.

                  (2) Except as otherwise provided in this Section 10, an option
granted to any employee who ceases to be an employee of the Company, or an
option granted to any other Optionee who ceases to have the same relationship
with the Company or one of its subsidiaries which was in effect on the date the
option was granted, shall terminate immediately on the date such Optionee ceases
to be an employee, or ceases to have such relationship with the Company or one
of its subsidiaries, or on the date on which the option expires by its terms,
whichever occurs first.

                  (3) If such termination of employment or relationship is
because the Optionee has become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such

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option shall terminate thirty (30) days after the date such Optionee ceases to
be an employee or to have such relationship, or on the date on which the option
expires by its terms, whichever occurs first.

                  (4) In the event of the death of any Optionee, any option
granted to such Optionee shall terminate ninety (90) days after the date of
death, or on the date on which the option expires by its terms, whichever occurs
first.

                  (5) Notwithstanding subparagraphs (2), (3) and (4) above, the
Compensation Committee shall have the authority to extend the expiration date of
any outstanding option in circumstances in which it deems such action to be
appropriate, provided that no such extension shall extend the term of an option
beyond the date on which the option would have expired if no termination of the
Optionee's employment or relationship with the Company or its subsidiary had
occurred.

              (b) EXERCISEABILITY. An option granted to an Optionee who ceases
to be an employee, or ceases to have the same relationship with the Company or
one of its subsidiaries which was in existence on the date the option was
granted shall be exercisable only to the extent that the right to purchase
shares under such option has accrued and is in effect on the date such Optionee
ceases to be an employee, or ceases to have such relationship with the Company
or one of its subsidiaries.

         11. OPTIONS NOT TRANSFERABLE.

         The right of any Optionee to exercise any option granted to him or her
shall not be assignable or transferable by such Optionee otherwise than by will
or the laws of descent and distribution, and any such option shall be
exercisable during the lifetime of such Optionee only by him or her. Any option
granted under the 2000 Stock Option Plan shall be null and void and without
effect upon the bankruptcy of the Optionee to whom the option is granted, or
upon any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other


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disposition, attachment, divorce, trustee process or similar process, whether
legal or equitable, upon such option.

         12. RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE.

              (a) In the event that the outstanding shares of the Common Stock
of the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options may be granted under the 2000 Stock Option Plan and as to which
outstanding options or portions thereof then unexercised shall be exercisable,
to the end that the proportionate interest of the Optionee shall be maintained
as before the occurrence of such event; such adjustment in outstanding options
shall be made without change in the total price applicable to the unexercised
portion of such options and with a corresponding adjustment in the option price
per share.

              (b) In addition, unless otherwise determined by the Board in its
sole discretion, in the case of any (i) sale or conveyance to another entity of
all or substantially all of the property and assets of the Company, including,
without limitation, by way of merger or consolidation, or (ii) Change in Control
(as hereinafter defined) of the Company, the purchaser(s) of the Company's
assets or stock may, in his, her or its discretion, deliver to the Optionee the
same kind of consideration that is delivered to the shareholders of the Company
as a result of such sale, conveyance or Change in Control, or the Board may
cancel all outstanding options in exchange for consideration in cash or in kind
which consideration in both cases shall be equal in value to the value of those
shares of stock or other securities the Optionee would have received had the
option been exercised (to the extent then exercisable) and no disposition of the
shares acquired upon such exercise been made prior to such sale, conveyance or
Change in Control, less the option price therefor. Upon receipt of such
consideration by the Optionee, his or her option shall immediately terminate and
be of no further force and effect. The value of the stock or other securities
the Optionee would have received if the option had been exercised shall be
determined


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in good faith by the Board, and in the case of shares of the Common Stock of the
Company, in accordance with the provisions of Section 7 hereof. The Board shall
also have the power and right to accelerate the exerciseability of any options,
notwithstanding any limitations in this 2000 Stock Option Plan or in the
Agreement upon such a sale, conveyance or Change in Control. Upon such
acceleration, any options or portion thereof originally designated as incentive
stock options that no longer qualify as incentive stock options under Section
422 of the Code as a result of such acceleration shall be redesignated as
non-qualified stock options. A "Change in Control" shall be deemed to have
occurred if any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, who prior to such time owned less than
twenty percent (20%) of the then outstanding Common Stock of the Company, shall
acquire, whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, such additional shares of the Company's Common Stock in one or more
transactions, or series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own at least
fifty percent (50%) of the Company's Common Stock outstanding.

              (c) Upon dissolution or liquidation of the Company, all options
granted under this 2000 Stock Option Plan shall terminate, but each Optionee (if
at such time in the employ of or otherwise associated with the Company or any of
its subsidiaries) shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her option to the extent then exercisable.

              (d) No fraction of a share shall be purchasable or deliverable
upon the exercise of any option, but in the event any adjustment hereunder of
the number of shares covered by the option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.


         13. NO SPECIAL EMPLOYMENT OR OTHER RIGHTS.

         Nothing contained in the 2000 Stock Option Plan or in any option
granted under the Plan shall confer upon any Optionee right with respect to the
continuation of his or her employment or other relationship by the Company (or
any subsidiary) or interfere in any way with the right of


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the Company (or any subsidiary), subject to the terms of any separate employment
or other agreement, at any time to terminate such employment or other
relationship or to increase or decrease the compensation of the option holder
from the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment or another relationship shall be determined
by the Compensation Committee at the time.

         14. WITHHOLDING.

         The Company's obligation to deliver shares upon the exercise of any
option granted under the 2000 Stock Option Plan and any payments or transfers
under Section 12 hereof shall be subject to the Optionee's satisfaction of all
applicable Federal, state and local income, excise, employment and any other tax
withholding requirements. All non-U.S. Optionees must pay all applicable
employee and employers wage and other withholding taxes in advance of receiving
shares upon exercise of any vested option.

         15. RESTRICTIONS ON ISSUE OF SHARES.

              (a) Notwithstanding the provisions of Section 8, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

                      (i) The shares with respect to which such option has been
exercised are at the time of the issue of such shares effectively registered or
qualified under applicable Federal and state securities acts now in force or as
hereafter amended; or

                      (ii) Counsel for the Company shall have given an opinion,
which opinion shall not be unreasonably conditioned or withheld, that such
shares are exempt from registration and qualification under applicable Federal
and state securities acts now in force or as hereafter amended.

              (b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to qualify shares or to cause a

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registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.

         16. PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT
REGISTRATION.

         Unless the shares to be issued upon exercise of an option granted under
the 2000 Stock Option Plan have been effectively registered under the Securities
Act of 1933, as now in force or hereafter amended, the Company shall be under no
obligation to issue any shares covered by any option unless the Optionee, in
whole or in part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel for the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued pursuant to such exercise of the
option for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued. In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other applicable
statutes any shares with respect to which an option shall have been exercised,
or to qualify any such shares for exemption from the Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each Optionee such information in writing for use in any registration
statement, supplementary registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for such purpose and
may require reasonable indemnity to the Company and its officers and directors
and controlling persons from such holder against all losses, claims, damages and
liabilities arising from such use of the information so furnished and caused by
any untrue statement of any material fact therein or caused by the omission to
state a material fact required


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to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made.

         17. MODIFICATION OF OUTSTANDING OPTIONS.

         The Board may authorize the amendment of any outstanding option with
the consent of the Optionee when and subject to such conditions as are deemed to
be in the best interests of the Company and in accordance with the purposes of
this 2000 Stock Option Plan.

         18. APPROVAL OF STOCKHOLDERS.

         The 2000 Stock Option Plan shall be subject to approval by the vote of
stockholders holding at least a majority of the voting stock of the Company
present, or represented, and entitled to vote at a duly held stockholders'
meeting, or by written consent of the stockholders as provided for under
applicable state law, within twelve (12) months after the adoption of the 2000
Stock Option Plan by the Board of Directors and shall take effect as of the date
of adoption by the Board of Directors upon such approval. The Compensation
Committee may grant options under the 2000 Stock Option Plan prior to such
approval, but any such option shall become effective as of the date of grant
only upon such approval and, accordingly, no such option may be exercisable
prior to such approval.

         19. TERMINATION AND AMENDMENT.

         Unless sooner terminated as herein provided, the 2000 Stock Option Plan
shall terminate ten (10) years from the date upon which the 2000 Stock Option
Plan was duly adopted by the Board. The Board may at any time terminate the 2000
Stock Option Plan or make such modification or amendment thereof as it deems
advisable; provided, however, that except as provided in this Section 20, the
Board may not, without the approval of the stockholders of the Company obtained
in the manner stated in Section 19, increase the maximum number of shares for
which options may be granted or change the designation of the class of persons
eligible to receive options under the 2000 Stock Option Plan, or make any other
change in the 2000 Stock Option Plan which requires stockholder approval under
applicable law or regulations.



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         20.      RESERVATION OF STOCK.

         The Company shall at all times during the term of the 2000 Stock Option
Plan reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of the 2000 Stock Option Plan and shall
pay all fees and expenses necessarily incurred by the Company in connection
therewith.

         21.      LIMITATION OF RIGHTS IN THE OPTION SHARES.

         An Optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the Optionee.

         22.      NOTICES.

          Any communication or notice required or permitted to be given under
the 2000 Stock Option Plan shall be in writing, and mailed by registered or
certified mail or delivered by hand, if to the Company, to its principal place
of business, attention: Treasurer, and, if to an Optionee, to the address as
appearing on the records of the Company.









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