EXHIBIT  4.2


                              DCH TECHNOLOGY, INC.

                             STOCK OPTION AGREEMENT
                                     [FORM]

     This  DCH Technology, Inc. Stock Option Agreement (the "Agreement"), by and
between  DCH  Technology,  Inc.,  a  Delaware  corporation  (the "Company"), and
              ("Optionee"),  is  made  effective  as  of  this       day  of
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           ,  200 .
-----------      -

                                       RECITALS

     1.     Pursuant  to  the  DCH  Technology, Inc. 2001 Stock Option Plan (the
"Plan"),  the Board of Directors of the Company (the "Board") has authorized the
grant  of  an option to purchase common stock of the Company ("Common Stock") to
Optionee,  effective  on  the date indicated above, thereby allowing Optionee to
acquire  a  proprietary interest in the Company in order that Optionee will have
further incentive for continuing his or her employment by, and increasing his or
her  efforts  on  behalf  of,  the  Company  or  an  Affiliate  of  the Company.

     2.      The  Company  desires  to  issue  a  stock  option  to Optionee and
Optionee  desires  to  accept  such stock option on the terms and conditions set
forth  below.

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
adequacy  of  which  are  hereby  acknowledged,  the  parties  agree as follows:


                                      AGREEMENT

     1.     Option  Grant.  The  Company  hereby  grants  to  the Optionee, as a
            -------------
separate  incentive and not in lieu of any fees or other compensation for his or
her services, an option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of                   (          ) shares
                                          -----------------  ----------
of  authorized  but  unissued  shares of Common Stock, at the Purchase Price set
forth  in  paragraph  2  of  this  Agreement.

     2.     Purchase  Price.  The  Purchase Price per share (the "Option Price")
            ---------------
shall  be  $         ,  which  is not less than fifty five percent (55%) [or one
            ---------
hundred  ten  percent (110%)] of the fair market value per share of Common Stock
on the date hereof.  The Option Price shall be payable in the manner provided in
paragraph  9  below.

     3.     Adjustment.  The number and class of shares specified in paragraph 1
            ----------
above,  and the Option Price, are subject to appropriate adjustment in the event
of certain changes in the capital structure of the Company such as stock splits,
recapitalizations  and  other  events  which alter the per share value of Common
Stock  or  the  rights  of  holders thereof.  In connection with (i) any merger,
consolidation,  acquisition,  separation,  or  reorganization in which more than
fifty  percent (50%) of


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the  shares  of  the  Company  outstanding  immediately  before  such  event are
converted  into  cash  or  into  another  security,  (ii)  any  dissolution  or
liquidation  of  the  Company or any partial liquidation involving fifty percent
(50%)  or  more  of the assets of the Company, (iii) any sale of more than fifty
percent  (50%) of the Company's assets, or (iv) any like occurrence in which the
Company is involved, the Company may, in its absolute discretion, do one or more
of  the  following  upon  ten  days'  prior  written notice to the Optionee: (a)
accelerate any vesting schedule to which this option is subject; (b) cancel this
option  upon  payment to the Optionee in cash, to the extent this option is then
exercisable,  of any amount which, in the absolute discretion of the Company, is
determined  to be equivalent to any excess of the market value (at the effective
time  of  such event) of the consideration that the Optionee would have received
if  this  option  had  been  exercised before the effective time over the Option
Price;  (c) shorten the period during which this option is exercisable (provided
that  this option shall remain exercisable, to the extent otherwise exercisable,
for  at  least ten days after the date the notice is given); or (d) arrange that
new  option  rights  be  substituted  for  the  option rights granted under this
option,  or  that  the Company's obligations under this option be assumed, by an
employer corporation other than the Company or by a parent or subsidiary of such
employer  corporation.  The  actions  described in this paragraph 3 may be taken
without  regard  to  any  resulting  tax  consequence  to  the  Optionee.

[OPTIONAL  FOUR  YEAR  VESTING]
     4.     Option Exercise.  Commencing on the date one (1) year after the date
            ---------------
of this Agreement the right to exercise this option will accrue as to one-fourth
(  )  of  the number of shares subject to this option.  Thereafter, the right to
exercise the remainder of this option will accrue in twelve (12) equal quarterly
installments.  Shares  entitled to be, but not, purchased as of any accrual date
may  be  purchased  at any subsequent time, subject to paragraphs 5 and 6 below.
The number of shares which may be purchased as of any such anniversary date will
be  rounded  up  to the nearest whole number.  No partial exercise of the option
may  be for an aggregate exercise price of less than One Hundred Dollars ($100).
In order to exercise any part of this option, Optionee must agree to be bound by
the  Company's  Shareholder  Buy-Sell Agreement, if any, existing at the time of
the  exercise  of  this  Option.

[OPTIONAL  IMMEDIATE  VESTING]
     4.     Option  Exercise.  Commencing  on  the  date  of this Agreement, the
            ----------------
right  to  exercise  this  option will accrue as to all of the shares subject to
this  option.  Shares  entitled to be, but not, purchased as of the accrual date
may be purchased at any subsequent time, subject to paragraphs 5 and 6 below. No
partial  exercise  of  the option may be for an aggregate exercise price of less
than  One Hundred Dollars ($100).  In order to exercise any part of this option,
Optionee must agree to be bound by the Company's Shareholder Buy-Sell Agreement,
if  any,  existing  at  the  time  of  the  exercise  of  this  Option.

     5.     Termination of Option.  The right to exercise this option will lapse
            ---------------------
in four (4) equal installments of the number of shares subject to this option on
each  of  the  sixth,  seventh, eighth, and ninth anniversaries of the effective
date  of this Agreement.  Notwithstanding any other provision of this Agreement,
this option may not be exercised after, and will completely expire on, the close
of  business  on  the  date  ten  (10)  years  after  the effective date of this
Agreement,  unless  terminated  sooner  pursuant  to  paragraph  6  below.


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     6.     Termination  of  Employment.  In  the  event  of  termination  of
            ---------------------------
Optionee's  employment  with  the  Company  for  any  reason,  this  option will
terminate  three  (3)  months  after  the  date of the termination of Optionee's
employment,  unless  terminated earlier pursuant to paragraph 5 above.  However,
(i)  if  termination is due to the death of Optionee, the Optionee's estate or a
legal  representative  thereof,  may  at  any  time within and including six (6)
months after the date of death of Optionee, exercise the option to the extent it
was  exercisable  at  the  date of termination; or (ii) if termination is due to
Optionee's  "disability"  (as  determined in accordance with Section 22(e)(3) of
the  Internal  Revenue  Code),  Optionee  may,  at any time, within one (1) year
following  the  date of this Agreement, exercise the option to the extent it was
exercisable  at  the  date  of termination.  If the Optionee or his or her legal
representative fails to exercise the option within the time periods specified in
this  paragraph  6,  the  option shall expire.  The Optionee or his or her legal
representative  may,  on  or  before the close of business on the earlier of the
date for exercise set forth in paragraph 5 or the dates specified in paragraph 4
above,  exercise the option only to the extent Optionee could have exercised the
option  on  the  date of such termination of employment pursuant to paragraphs 4
and  5  above.

     7.     Repurchase  Option  of  Company.  Pursuant  to  Section 6.1.8 of the
            -------------------------------
Plan,  in the event of termination of Optionee's employment with the Company for
any reason, the Company shall have an option to repurchase ("Repurchase Option")
any  Common  Stock  owned  by  the  Optionee  or  his  or  her  heirs,  legal
representatives,  successors  or assigns at the time of termination, or acquired
thereafter  by  any  of them at any time, by way of an option granted hereunder.
The Repurchase Option must be exercised, if at all, by the Company within ninety
(90) days after the date of termination upon notice ("Repurchase Notice") to the
Optionee  or  his or her heirs, legal representatives, successors or assigns, in
conformance  with  paragraph  13  below.  The  purchase price to be paid for the
shares  subject  to  the  Repurchase Option shall be One Hundred Fifteen Percent
(115%)  of  their book value.  For the purposes of this paragraph, the Company's
book  value shall be determined in accordance with generally accepted accounting
principles  applied  on  a basis consistent with those previously applied by the
Company.  The  book value shall be fixed under this paragraph by the accountants
of  the Company and shall be computed as of the last day of the Company's fiscal
quarter  most  recently  preceding  the  Repurchase  Notice.  Any  shares issued
pursuant  to  an  exercise  of  an  option hereunder shall contain the following
legend  condition  in  addition  to  any  other  applicable  legend  condition:

     THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT TO REPURCHASE
     PROVISIONS IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY
     AND  THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
     THE  COMPANY.

     8.     Transferability.  This  option will be exercisable during Optionee's
            ---------------
lifetime  only  by  Optionee.  Except  as  otherwise set forth in the Plan, this
option  will  be  non-transferable.

     9.     Method  of Exercise.  Subject to paragraph 10 below, this option may
            -------------------
be  exercised  by  the  person then entitled to do so as to any shares which may
then  be  purchased  by delivering to the Company an exercise notice in the form
attached  hereto  as  Exhibit  A  and:
                      ----------


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          (a)  full  payment  of  the  Option  Price  thereof (and the amount of
any  tax  the Company is required by law to withhold by reason of such exercise)
in  the  form  of:

               (i)   cash  or  readily  available  funds;  or

               (ii)  delivery  of  Optionee's  promisory  note  (the  "Note")
substantially  in  the  form  attached  hereto as Exhibit B in the amount of the
                                                  ---------
aggregate  Option  Price of the exercised shares together with the execution and
delivery by the Optionee of the Security Agreement attached hereto as Exhibit C;
                                                                      ---------
or

               (iii) A  WRITTEN  REQUEST  TO  NET  EXERCISE,  AS DEFINED IN THIS
PARAGRAPH  9(a)(iii).  IN  LIEU  OF  EXERCISING  THIS OPTION VIA CASH PAYMENT OR
PROMISSORY NOTE, OPTIONEE MAY ELECT TO RECEIVE SHARES EQUAL TO THE VALUE OF THIS
WARRANT  (OR  PORTION THEREOF BEING CANCELED) BY SURRENDER OF THIS OPTION AT THE
PRINCIPAL  OFFICE OF THE COMPANY TOGETHER WITH NOTICE OF ELECTION TO EXERCISE BY
MEANS  OF  A  NET  EXERCISE IN WHICH EVENT THE COMPANY SHALL ISSUE TO OPTIONEE A
NUMBER  OF  SHARES  OF  THE  COMPANY  COMPUTED  USING  THE  FOLLOWING  FORMULA:

                      X =   Y  (A-B)
                            --------
                                A

where  X  is  the  number  of shares of stock to be issued to Optionee; Y is the
number  of  shares  purchasable under this Option; A is the fair market value of
the  stock  determined  in  accordance with Section 6.1.12 of the Plan; and B is
the  Option  Price  as  adjusted  to  the  date  of  such  calculation.

          (b)  payment  of  any  withholding  or  employment  taxes,  if  any;

          (c)  an  executed  Shareholders  Buy-Sell  Agreement,  if any, binding
the  Company's  shareholders  and  restricting  the  transfer  of  their shares,
executed  appropriately  by  the  Optionee  and  his  or  her  spouse,  if  any.

The Company will issue a certificate representing the shares so purchased within
a  reasonable  time after its receipt of such notice of exercise, payment of the
Option  Price and withholding or employment taxes, and execution of any existing
Shareholders  Buy-Sell  Agreement,  with  appropriate  certificate  legends.

     10.  Securities  Laws.  The  issuance  of  shares  of Common Stock upon the
          ----------------
exercise  of  the  option  will  be subject to compliance by the Company and the
person  exercising  the  option  with all applicable requirements of federal and
state  securities  and  other laws relating thereto.  No person may exercise the
option at any time when, in the opinion of counsel to the Company, such exercise
is  not  permitted  under  applicable federal or state securities laws.  Nothing
herein  will  be  construed  to  require  the Company to register or qualify any
securities under applicable federal or state securities laws, or take any action
to secure an exemption from such registration and qualification for the issuance
of  any  securities  upon  the  exercise  of  this  option.

     11.  No  Rights  as  Shareholder.  Neither Optionee nor any person claiming
          ------------------------
under or through Optionee will be, or have any of the rights or privileges of, a
shareholder  of  the  Company  in


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respect  of  any  of the shares issuable upon the exercise of the option, unless
and  until  this  option  is  properly  and  lawfully  exercised.

     12.  No  Right  to  Continued  Employment.  Nothing  in this Agreement will
          ------------------------------------
be  construed as granting Optionee any right to continued employment.  EXCEPT AS
THE  COMPANY  AND  OPTIONEE  WILL  HAVE  OTHERWISE AGREED IN WRITING, OPTIONEE'S
EMPLOYMENT WILL BE TERMINABLE BY THE COMPANY, AT WILL, WITH OR WITHOUT CAUSE FOR
ANY REASON OR NO REASON.  Except as otherwise provided in the Plan, the Board in
its  sole discretion will determine whether any leave of absence or interruption
in  service (including an interruption during military service) will be deemed a
termination  of  employment  for  the  purpose  of  this  Agreement.

     13.  Notices.  Any  notice  to  be  given to the Company under the terms of
          -------
this  Agreement  will  be addressed to the Company, in care of its Secretary, at
its  executive  offices,  or  at such other address as the Company may hereafter
designate in writing.  Any notice to be given to Optionee will be in writing and
delivered  or  mailed by registered or certified mail, return receipt requested,
postage  prepaid,  addressed  to  Optionee  at  the  address  set  forth beneath
Optionee's  signature  in  writing.  Any such notice will be deemed to have been
duly given where deposited in a United States post office in compliance with the
foregoing.

     14.  Non-Transferrable.  Except  as  otherwise  provided  in the Plan or in
          -----------------
this  Agreement,  the  option  herein  granted  and  the  rights  and privileges
conferred  hereby  will not be transferred, assigned, pledged or hypothecated in
any  way  (whether  by  operation  of  law  or  otherwise).  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option, or of
any  right or upon any attempted sale under any execution, attachment or similar
process  upon  the  rights  and  privileges  conferred  hereby, this option will
immediately  become  null  and  void.

     15.  Successor.  Subject  to  the  limitation on the transferability of the
          ---------
option  contained  herein,  this Agreement will be binding upon and inure to the
benefit  of  the  heirs,  legal  representatives,  successors and assigns of the
parties  hereto.

     16.  California  Law.  This  Agreement  will  be  governed by and construed
          ---------------
in  accordance  with  the  laws  of  the  State  of  California.

     17.  Type  of  Option.  The  option  granted  in  this  Agreement:
          ----------------

     [ ]  Is  intended  to  be  an  Incentive  Stock  Option ("ISO") within  the
          meaning  of  Section  422  of  the  Internal  Revenue Code of 1986, as
          amended.

     [ ]  Is  a  non-qualified  Option  and  is  not  intended  to be an ISO.

     18.  Plan  Provisions  Incorporated  by  Reference.  A  copy of the Plan is
          -------------------------------------------
attached  hereto  as  Exhibit "A" and incorporated herein by this reference.  In
the  case  of conflict between any provision in this Agreement and any provision
in  the  Plan  or  a  Shareholder  Buy-Sell Agreement, if any, the terms of this
Agreement  shall  prevail.  In the case of conflict between any provision in the
Plan  and a provision in a Shareholders Buy-Sell Agreement, if any, the terms of
the  Plan  shall  prevail.


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     19.  Term.  Capitalized  terms  used herein, except as otherwise indicated,
          ----
shall have the same meaning as those terms have under the Plan.


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     IN  WITNESS WHEREOF,     the parties have executed this Agreement as of the
day  and  year  written  below.

COMPANY:                         DCH  TECHNOLOGY,  INC.

                                 By:

                                 Its:
                                     ----------------------------------

OPTIONEE:

                                 (Optionee)
                                 Address:



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