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                                                                     Exhibit 4.1


                          COHESION TECHNOLOGIES, INC.

                      2002 NON-QUALIFIED STOCK OPTION PLAN

        1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

        2. DEFINITIONS. As used herein, the following definitions shall apply:

           (a) "Administrator" shall mean the Board or any Committee appointed
pursuant to Section 4 of the Plan.

           (b) "Board" shall mean the Board of Directors of the Company.

           (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

           (d) "Committee" shall mean any Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan, if one is appointed.

           (e) "Common Stock" shall mean the Company's Common Stock, $0.001 par
value.

           (f) "Company" shall mean Cohesion Technologies, Inc., a Delaware
corporation.

           (g) "Consultant" shall mean any person, including an advisor, engaged
by the Company or any Parent or Subsidiary to render bona fide services, other
than as an Employee or a Director, to the Company or any Parent or Subsidiary
where such services are not in connection with the offer or sale of securities
in a capital-raising transaction and do not directly or indirectly promote or
maintain a market for the registrant's securities.

           (h) "Continuous Status as an Employee or Consultant" shall mean the
absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Administrator; provided that such leave is for
a period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute. For purposes of this Plan, a change
in status from an Employee to a Consultant or from a Consultant to an Employee
will not constitute a termination of employment.

           (i) "Director" shall mean a member of the Board.

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           (j) "Employee" shall mean any person, including an Officer or
Director, who is an employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Parent or Subsidiary.

           (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

           (l) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales
price for such stock as quoted on such system on the date of determination (if
for a given day no sales were reported, the closing bid on that day shall be
used), as such price is reported in The Wall Street Journal or such other source
as the Administrator deems reliable;

               (ii) If the Common Stock is quoted on the Nasdaq System (but not
on the National Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the bid and asked prices for the Common Stock; or

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

           (m) "Non-Qualified Stock Option" shall mean an option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

           (n) "Officer" shall mean the Chief Executive Officer, President,
Secretary, Chief Financial Officer, Chairman of the Board or any Vice Presidents
of the Company, as such positions are described in the Company's Bylaws, any
other person designated an "officer" of the Company by the Board in accordance
with the Company's Bylaws or any person who is an "officer" within the meaning
of Rule 16a-1(f) under the Exchange Act or Nasdaq Rule 4460(i).

           (o) "Option" shall mean a Non-Qualified Stock Option granted pursuant
to the Plan. All Options granted under this Plan shall be Non-Qualified Stock
Options.

           (p) "Option Agreement" shall have the meaning set forth in Section 18
below.

           (q) "Optioned Stock" shall mean the Common Stock subject to an
Option.

           (r) "Optionee" shall mean an Employee or Consultant who receives an
Option.

           (s) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

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           (t) "Plan" shall mean this 2002 Non-Qualified Stock Option Plan.

           (u) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange
Act as the same may be amended from time to time, or any successor provision.

           (v) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

           (w) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

        3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of shares that may be optioned and sold
under the Plan is 168,281 shares of Common Stock. The Shares may be authorized,
but unissued, or reacquired Common Stock.

        If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares that were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. Notwithstanding any other provision of the Plan,
shares issued under the Plan and later repurchased by the Company shall not
become available for future grant under the Plan.

        4. ADMINISTRATION OF THE PLAN.

           (a) ADMINISTRATION. Unless and until the Board delegates
administration to a Committee as set forth below, the Plan shall be administered
by the Board. Subject to this Section 4(a) and Section 4(b), the Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board or one or more Officers who are not members of the Board or
any combination thereof, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, except as provided in this Plan, the Committee shall
have, except as provided in Section 4(b) in connection with the administration
of the Plan, the powers theretofore possessed by the Board, including the power
to delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. Notwithstanding the foregoing, however, with
respect to Options granted to any Officer or Director, this Plan shall be
administered either by the entire Board or by a Committee of the Board
consisting solely of two or more Directors each of whom is a "non-employee
director" within the meaning of Rule 16b-3. The Board may abolish any Committee
established to administer the Plan at any time and revest in the Board all or
part of the administration of the Plan. Appointment of Committee members shall
be effective upon acceptance of appointment. Committee members may resign at any
time by delivering written notice to the Board. Vacancies in the Committee may
only be filled by the Board.

           (b) LIMITATION OF DELEGATIONS TO OFFICERS. Notwithstanding Section
4(a) above, in the event that Board authorizes a Committee comprised of one or
more Officers who are not members of the Board to act as Administrator, such
authorization shall be in writing by


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resolution adopted by the Board and shall authorize such Committee only to grant
Options and to Employees and to exercise such other powers under the Plan as the
Board may determine; provided that the Board shall fix the terms of the Options
to be granted by such Committee (including the exercise or purchase price of
such Options, which may include a formula by which the exercise price will be
determined) and the maximum number of Shares subject to Options that such
Committee may grant; provided further, however, that no such Committee shall be
authorized to grant Options to its members.

           (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

               (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(l) of the Plan;

               (ii) to select the Employees and Consultants to whom Options may
from time to time be granted hereunder;

               (iii) to determine whether and to what extent Options are granted
hereunder;

               (iv) to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

               (v) to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Option and/or
the shares of Common Stock relating thereto, based in each case on such factors
as the Administrator shall determine, in its sole discretion);

               (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted.

           (d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options.

        5. ELIGIBILITY.

           (a) RECIPIENTS OF GRANTS. Options may be granted under this Plan only
to the following classes of persons: (i) except as provided in (ii) below,
Consultants and Employees who are not Officers or Directors of the Company, and
(ii) newly hired Employees (including Employees who will become Officers or
Directors of the Company) and who have not previously been employed by the
Company and with respect to whom Options are to be granted as an inducement
essential to such Employees' entering into employment contracts with the
Company.

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Notwithstanding the foregoing, a Consultant shall not be eligible for the grant
of an Option if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

           (b) TYPE OF OPTION. Each Option shall be designated in the written
Option Agreement as a Non-Qualified Stock Option.

           (c) NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any Optionee
any right with respect to continuation of employment or consulting relationship
with the Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

        6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 16 of the Plan.

        7. TERM OF OPTION. The term of each Option shall be the term stated in
the Option Agreement, but shall be no more than ten (10) years from the date of
grant.

        8. OPTION EXERCISE PRICE AND CONSIDERATION.

           (a) EXERCISE PRICE. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is determined by
the Administrator, but shall be no less than the par value per Share on the date
of grant.

           (b) PERMISSIBLE CONSIDERATION. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator and may consist entirely of (1) cash,
(2) check, (3) other Shares that (x) in the case of Shares acquired upon
exercise of an Option either have been owned by the Optionee for more than six
months on the date of surrender or were not acquired, directly or indirectly,
from the Company, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, (4) authorization from the Company to retain from the total
number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (5) delivery
of a properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company the amount of sale or loan proceeds
required to pay the exercise price, (6) a combination of any of the foregoing
methods of payment, (7) a combination of any of the foregoing methods of payment
at least equal in value to the stated capital represented by the Shares to be
issued, plus a promissory note for the balance of the

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exercise price, or (8) such other consideration and method of payment for the
issuance of Shares to the extent permitted under applicable laws. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

        9. EXERCISE OF OPTION.

           (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under the terms
of the Plan. In the case of an Option granted to a Consultant of the Company or
any Parent or Subsidiary of the Company, the Option may become fully
exercisable, or a repurchase right, if any, in favor of the Company shall lapse,
at any time or during any period established by the Administrator.

           An Option may not be exercised for a fraction of a Share.

           An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 9(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.

           Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

           (b) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. In the event
of termination of an Optionee's Continuous Status as an Employee or Consultant,
such Optionee may, but only within three (3) months (or such other period of
time as is determined by the Administrator) after the date of such termination
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option Agreement), exercise his or her Option to the extent
that he or she was entitled to exercise it at the date of such termination. To
the extent that the Optionee was not entitled to exercise the Option at the date
of such termination, or if the optionee does not exercise such Option (which he
or she was entitled to exercise) within the time specified herein, the Option
shall terminate.

           (c) DISABILITY OF OPTIONEE. Notwithstanding Section 9(b) above, in
the event of termination of an Optionee's Continuous Status as an Employee or
Consultant as a result of his or her total and permanent disability (as defined
in Section 22(e)(3) of the Code), he or she

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may, but only within six (6) months (or such other period of time as is
determined by the Administrator) from the date of such termination (but in no
event later than the date of expiration of the term of such Option as set forth
in the Option Agreement), exercise his or her Option to the extent he or she was
entitled to exercise it at the date of such termination. To the extent that he
or she was not entitled to exercise the Option at the date of termination, or if
he does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

           (d) DEATH OF OPTIONEE. In the event of the death of an Optionee:

               (i) during the term of the Option who is at the time of his death
an Employee or Consultant of the Company and who shall have been in Continuous
Status as an Employee or Consultant since the date of grant of the Option, the
Option may be exercised, at any time within six (6) months (or such other period
of time, not exceeding twelve (12) months, as is determined by the
Administrator) following the date of death (but in no event later than the date
of expiration of the term of such Option as set forth in the Option Agreement),
by the Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance but only to the extent of the right to exercise
that had accrued at the date of termination; or

               (ii) within three (3) months after the termination of Continuous
Status as an Employee or Consultant, the Option may be exercised, at any time
within six (6) months following the date of death (but in no event later than
the date of expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that had accrued at the date of termination.

           (e) EXTENSION OF EXERCISE PERIOD. The Administrator shall have full
power and authority to extend the period of time for which an Option is to
remain exercisable following termination of an Optionee's Continuous Status as
an Employee or Consultant from the periods set forth in Sections 9(b), 9(c) and
9(d) above or in the Option Agreement to such greater time as the Board shall
deem appropriate, provided, that in no event shall such Option be exercisable
later than the date of expiration of the term of such Option as set forth in the
Option Agreement.

           (f) TERMINATION FOR MISCONDUCT. Notwithstanding Sections 9(b), 9(c),
9(d) and 9(e) above, in the event of termination of an Optionee's Continuous
Status as an Employee or Consultant for Misconduct, all outstanding Options held
by the Optionee shall terminate immediately and cease to be outstanding. For
purposes of this Section 9(f), "Misconduct" shall mean the commission of any act
of fraud, embezzlement or dishonesty by the Optionee, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the
Company or any Parent or Subsidiary, or any other intentional misconduct by such
person adversely affecting the business or affairs of the Company or any Parent
or Subsidiary in a material manner.

           (g) RULE 16b-3. Options granted to persons subject to Section 16(b)
of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or

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restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.

        10. WITHHOLDING TAXES. As a condition to the exercise of Options granted
hereunder, the Optionee shall make such arrangements as the Administrator may
require for the satisfaction of any federal, state, local or foreign withholding
tax obligations that may arise in connection with the exercise, receipt or
vesting of such Option. The Company shall not be required to issue any Shares
under the Plan until such obligations are satisfied.

        11. STOCK WITHHOLDING TO SATISFY WITHHOLDING TAX OBLIGATIONS. At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this paragraph. When an Optionee incurs tax liability in
connection with an Option which tax liability is subject to tax withholding
under applicable tax laws, and the Optionee is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the Optionee may
satisfy the withholding tax obligation by one or some combination of the
following methods: (a) by cash payment, or (b) out of Optionee's current
compensation, or (c) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares that (i) in the case of Shares previously
acquired from the Company, have been owned by the Optionee for more than six
months on the date of surrender, and (ii) have a fair market value on the date
of surrender equal to or less than the applicable taxes on the ordinary income
recognized, or (d) by electing to have the Company withhold from the Shares to
be issued upon exercise of the Option that number of Shares having a fair market
value equal to the minimum statutory amount required to be withheld. For this
purpose, the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined (the "Tax
Date").

           Any surrender by an Officer or Director of previously owned Shares to
satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3.

           All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

           (a) the election must be made on or prior to the applicable Tax Date;

           (b) once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made; and

           (c) all elections shall be subject to the consent or disapproval of
the Administrator.

           In the event the election to have Shares withheld is made by an
Optionee and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Optionee shall receive
the full number of Shares with respect to which the Option is exercised but such
Optionee shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.

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        12. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution. The designation of a beneficiary
by an Optionee will not constitute a transfer. An Option may be exercised,
during the lifetime of the Optionee, only by the Optionee or a transferee
permitted by this Section 12.

        13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.

            (a) ADJUSTMENT. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each outstanding
Option, the number of shares of Common Stock that have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, and the price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. 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 of Common Stock subject to an Option.

            (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company other than in an Acquisition (as defined below), then
each outstanding Option shall be terminated if not exercised prior to such
event, unless such outstanding Options are assumed by a subsequent purchaser.

            (c) CHANGE IN CONTROL.

                (i) For the purposes of this Section 13, "Acquisition" shall
mean (1) any consolidation or merger of the Company with or into any other
corporation or other entity or person in which the stockholders of the Company
prior to such consolidation or merger own less than fifty percent (50%) of the
Company's voting power immediately after such consolidation or merger, excluding
any consolidation or merger effected exclusively to change the domicile of the
Company; or (2) a sale of all or substantially all of the assets of the Company.

                (ii) In the event the Company undergoes an Acquisition, any
surviving corporation or entity or acquiring corporation or entity, or affiliate
of such corporation or entity may assume any Options outstanding under the Plan
or substitute similar options (including an option to acquire the same
consideration paid to the stockholders in the transaction described in this
subsection 14(c)) for those outstanding under the Plan.

                (iii) In the event any surviving corporation or acquiring
corporation in an Acquisition refuses to assume such Options or to substitute
similar options for those

<PAGE>

outstanding under the Plan, then with respect to (1) Options held by Optionees
whose Continuous Status as an Employee or Consultant has not terminated prior to
such event, the vesting of such Options (and, if applicable, the time during
which such Options may be exercised) shall be accelerated and made fully
exercisable at least thirty (30) days prior to the closing of the Acquisition
(and the Options terminated if not exercised prior to the closing of such
Acquisition); and (2) any other Options outstanding under the Plan, such Options
shall be terminated if not exercised prior to the closing of the Acquisition.

                (iv) In the event the Company undergoes an Acquisition and the
surviving corporation or entity or acquiring corporation or entity does assume
such Options (or substitutes similar options for those outstanding under the
Plan), then, with respect to Options held by persons then performing services as
Employees or Consultants, the vesting of each such Option (and, if applicable,
the time during which such Options may be exercised) shall be accelerated and
such Options shall become fully vested and exercisable, if any of the following
events occurs within twelve (12) months after the effective date of the
Acquisition: (1) the service to the Company or an affiliate of the Company by
such Optionee is terminated without Cause (as defined below); (2) the Optionee
holding such Option terminates his or her service to the Company or an affiliate
of the Company due to the fact that the principal place of the performance of
the responsibilities and duties of the Optionee is changed to a location more
than fifty (50) miles from such Optionee's existing work location without the
Optionee's express consent; or (3) the Optionee terminates his or her service to
the Company or affiliate of the Company due to the fact that there is a material
reduction in such Optionee's responsibilities and duties without the Optionee's
express consent.

                (v) For the purposes of this subsection 14(c), "Cause" means an
individual's misconduct, including but not limited to: (1) conviction of any
felony or any crime involving moral turpitude or dishonesty, (2) participation
in a fraud or act of dishonesty against the Company, (3) conduct that, based
upon a good faith and reasonable factual investigation and determination by the
Board, demonstrates gross unfitness to serve, or (4) intentional, material
violation of any contract with the Company or any statutory duty to the Company
that is not corrected within thirty (30) days after written notice thereof.
Physical or mental disability shall not constitute "Cause."

        14. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the date of such
grant.

        15. AMENDMENT AND TERMINATION OF THE PLAN.

                (a) AMENDMENT AND TERMINATION. The Board may amend or terminate
the Plan from time to time in such respects as the Board may deem advisable.

                (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed

<PAGE>

otherwise between the Optionee and the Board, which agreement must be in writing
and signed by the Optionee and the Company.

        16. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

        17. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

        18. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

        19. INFORMATION AND DOCUMENTS TO OPTIONEES. The Company shall provide
financial statements at least annually to each Optionee during the period such
Optionee has one or more Options outstanding, and in the case of an individual
who acquired Shares pursuant to the Plan, during the period such individual owns
such Shares. The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent information. In
addition, at the time of issuance of any securities under the Plan, the Company
shall provide to the Optionee a copy of the Plan and a copy of any agreement(s)
pursuant to which securities granted under the Plan are issued.