Exhibit 10.1


                                 COMPUMED, INC.

                 AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN

SECTION  1.    PURPOSE

        The purpose of the CompuMed, Inc. 2003 Stock Incentive Plan (the "Plan")
is  to  enhance  the  long-term  stockholder value of CompuMed, Inc., a Delaware
corporation  (the  "Company"),  by offering opportunities to selected persons to
participate in the Company's growth and success, and to encourage them to remain
in the service of the Company or a Related Company (as defined in Section 2) and
to  acquire  and  maintain  stock  ownership  in  the  Company.

SECTION  2.    DEFINITIONS

        In  the  Plan:

        "Award"  means  any  Option  or  Stock  Award.

        "Board"  means  the  Board  of  Directors  of  the  Company.

        "Cause," unless otherwise defined in the instrument evidencing the Award
or  in  a  written  employment  or  services  agreement between the Company or a
Related  Company  and  the  Participant,  means  dishonesty,  fraud, misconduct,
unauthorized  use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations),
in  each  case  as  determined  by the Plan Administrator, and its determination
shall  be  conclusive  and  binding.

        "Code"  means the Internal Revenue Code of 1986, as amended from time to
time.

        "Common Stock" means the common stock, par value $0.01 per share, of the
Company.

        "Company  Transaction,"  unless  otherwise  defined  in  the  instrument
evidencing  the  Award  or in a written employment or services agreement between
the  Participant  and  the  Company  or a Related Company, means consummation of
either

        (a)   a  merger  or  consolidation of the Company with or into any other
company,  entity  or  person  or

        (b)   a  sale, lease, exchange or other transfer in one transaction or a
series  of  related  transactions  undertaken  with  a  common purpose of all or
substantially  all  the  Company's  then  outstanding  securities  or  all  or
substantially  all  the  Company's  assets;  provided,  however,  that a Company
Transaction  shall  not  include  a  Related  Party  Transaction.

        "Disability,"  unless  otherwise defined by the Plan Administrator or in
the  instrument  evidencing  the  Award  or  in a written employment or services
agreement  between the Participant and the Company or a Related Company, means a
mental  or  physical impairment of the Participant that is expected to result in
death  or  that  has lasted or is expected to last for a continuous period of 12
months  or  more and that causes the Participant to be unable, in the opinion of
the  Plan  Administrator,  to  perform  his  or  her duties for the Company or a
Related  Company  and  to  be  engaged  in  any  substantial  gainful  activity.

        "Early  Retirement"  means Termination of Service prior to Retirement on
terms  and  conditions  approved  by  the  Plan  Administrator.

        "Exchange  Act"  means  the Securities Exchange Act of 1934, as amended.

        "Fair  Market  Value"  means  the per share value of the Common Stock as
established  in  good faith by the Plan Administrator or, if the Common Stock is
(a) listed on the Nasdaq National Market, the closing sales price for the Common
Stock  as  reported  by  that  market  for  regular session trading for a single
trading  day, or (b) listed on the New York Stock Exchange or the American Stock
Exchange,  the  closing  sales  price  for  the  Common  Stock  as such price is
officially  quoted  in  the  composite tape of transactions on such exchange for
regular  session  trading  for  a  single  trading day, (c) quoted on the Nasdaq
SmallCap  Market,  the  last sales price as reported by that market for a single
trading  day  or (d) quoted on the OTC Bulletin Board Service or by the National
Quotation  Bureau,  Inc.,  the  closing bid price reported by such service for a
single  trading day. If there is no such reported price for the Common Stock for
the  date in question, then such price on the last preceding date for which such
price  exists  shall  be  determinative  of  Fair  Market  Value.

        "Grant  Date"  means  the date on which the Plan Administrator completes
the  corporate  action  authorizing  the  grant  of  an Award or such later date
specified  by  the  Plan  Administrator  provided  that  conditions  to  the
exercisability  or  vesting  of  Awards  shall  not  defer  the  Grant  Date.

        "Incentive Stock Option" means an Option granted with the intention that
it qualify as an "incentive stock option" as that term is defined in Section 422
of  the  Code.

        "Nonqualified  Stock  Option"  means  an  Option other than an Incentive
Stock  Option.

        "Option"  means the right to purchase Common Stock granted under Section
7.

        "Option  Expiration  Date"  has  the  meaning  set forth in Section 7.6.

        "Option  Term"  has  the  meaning  set  forth  in  Section  7.3.

        "Participant"  means  the  person  to  whom  an  Award  is  granted.

        "Plan  Administrator"  has  the  meaning  set  forth  in  Section  3.1.

        "Related  Company"  means any entity that, directly or indirectly, is in
control  of,  or  is  controlled  by  the  Company.

        "Related  Party  Transaction" means (a) a merger or consolidation of the
Company in which the holders of the outstanding voting securities of the Company
immediately prior to the merger or consolidation hold at least a majority of the
outstanding  voting  securities  of  the Successor Company immediately after the
merger  or  consolidation;  (b) a sale, lease, exchange or other transfer of the
Company's  assets  to  a  majority-owned  subsidiary  company; (c) a transaction
undertaken  for  the  principal  purpose  of  restructuring  the  capital of the
Company,  including  reincorporating  the Company in a different jurisdiction or
creating  a  holding  company;  or  (d)  a corporate dissolution or liquidation.

        "Retirement,"  unless  otherwise  defined by the Plan Administrator from
time  to time for purposes of the Plan, means Termination of Service on or after
the  date the individual reaches "normal retirement age" as that term is defined
in  Section  411(a)(8)  of  the  Code.

        "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.

        "Stock  Award"  means  an  Award  of  shares  of  Common  Stock or units
denominated  in Common Stock granted under Section 9, the rights of ownership of
which  may  be  subject  to  restrictions  prescribed by the Plan Administrator.

        "Successor  Company"  means the surviving company, the successor company
or  its  parent,  as  applicable,  in  connection  with  a  Company Transaction.

        "Ten  Percent Stockholder" means a Participant who owns more than 10% of
the total combined voting power of all classes of the stock of the Company or of
its  parent  or  subsidiary  corporations.

        "Termination  of  Service"  means a termination of employment or service
relationship  with  the  Company  or  a  Related Company for any reason, whether
voluntary  or  involuntary,  including  death,  Disability,  Early Retirement or
Retirement,  as determined by the Plan Administrator in its sole discretion. Any
question  as to whether and when there has been a Termination of Service for the
purposes  of  an  Award  and  the  cause of such Termination of Service shall be
determined  by  the  Plan  Administrator  and  its determination shall be final.
Transfer of the Participant's employment or service relationship between Related
Companies,  or  between  the  Company  and  any  Related  Company,  shall not be
considered  a  Termination  of  Service for purposes of an Award, but unless the
Plan  Administrator  determines  otherwise,  a  Termination  of Service shall be
deemed  to occur if the Participant's employment or service relationship is with
an  entity  that  has  ceased  to  be  a  Related  Company.

        "Vesting  Commencement  Date"  means  the  Grant Date or such other date
selected  by  the Plan Administrator as the date from which the Option begins to
vest  for  purposes  of  Section  7.4.

SECTION  3.    ADMINISTRATION

3.1    Plan  Administrator

        The  Plan  shall  be  administered  by  the  Board and/or a committee or
committees  (which  term includes subcommittees) appointed by, and consisting of
two  or  more  members of, the Board (a "Plan Administrator"). If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the  Board  shall  consider  in selecting the members of any committee acting as
Plan  Administrator,  with  respect  to  any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors"  as  contemplated  by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding
the  foregoing,  the Board may delegate the responsibility for administering the
Plan  with  respect  to  designated  classes  of  eligible  persons to different
committees  consisting  of  one  or  more  members of the Board, subject to such
limitations  as  the  Board deems appropriate. Committee members shall serve for
such  term  as  the  Board may determine, subject to removal by the Board at any
time.  To the extent consistent with applicable law, the Board may authorize one
or  more  officers  of  the  Company  to  grant  Awards to designated classes of
eligible  persons,  within  the  limits  specifically  prescribed  by the Board.

3.2    Administration  and  Interpretation  by  Plan  Administrator

        Except  for  the  terms and conditions explicitly set forth in the Plan,
the  Plan  Administrator  shall  have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including selecting the
persons  to  be  granted  Awards,  determining the type of Awards, the number of
shares  of  Common  Stock  subject  to  an  Award,  and  all  terms, conditions,
restrictions  and  limitations,  if any, of an Award, and approving the forms of
agreement  for  use  under  the  Plan.  The  Plan  Administrator shall also have
exclusive  authority  to  interpret  the  Plan  and  the terms of any instrument
evidencing  the  Award  and  may  from  time  to time adopt and change rules and
regulations  of  general  application  for  the  Plan's administration. The Plan
Administrator's  interpretation  of  the Plan and its rules and regulations, and
all  actions taken and determinations made by the Plan Administrator pursuant to
the  Plan,  shall be conclusive and binding on all parties involved or affected.
The  Plan Administrator may delegate ministerial duties to such of the Company's
officers as it so determines. For purposes of determining the effect on an Award
of a Company-approved leave of absence or a Participant's working less than full
time,  the  human  resources  director  or  other  person

SECTION  4.    STOCK  SUBJECT  TO  THE  PLAN

4.1    Authorized  Number  of  Shares

        Subject to adjustment from time to time as provided in Section 12.1, the
number  of shares of Common Stock available for issuance under the Plan shall be
4,600,000  shares.

        In  addition,  (a)  any  authorized  shares  not  issued  or  subject to
outstanding awards under the Company's 2002 Stock Option Plan (the "Prior Plan")
on  the date of adoption of the Plan by the Company's Board of Directors and (b)
any  shares subject to outstanding awards under the Prior Plan on such date that
cease  to  be  subject  to  such  awards  (other  than  by reason of exercise or
settlement  of  the  awards  to  the extent they are exercised for or settled in
shares),  up  to an aggregate maximum of 1,900,000 shares, subject to adjustment
from  time to time as provided in Section 12.1, shall cease, as of such date, to
be available for grant and issuance under the Prior Plan, but shall be available
for  issuance  under  the  Plan.

        The  number  of shares of Common Stock reserved pursuant to this Section
4.1  shall  be  increased  by the corresponding number of shares of Common Stock
that may be issued pursuant to Awards granted in substitution for, or the number
of  shares of Common Stock issuable pursuant to any old awards that are assumed,
in  an  Acquisition  Transaction  as  set  forth  in  Section  6.3.

        Shares issued under the Plan shall be drawn from authorized and unissued
shares  or  shares  now held or subsequently acquired by the Company as treasury
shares.

4.2    Reuse  of  Shares

        Any  shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or settlement
of the Award to the extent it is exercised for or settled in shares) shall again
be  available  for issuance in connection with future grants of Awards under the
Plan.  In  the  event shares issued under the Plan are reacquired by the Company
pursuant  to  any  forfeiture  provision,  right of repurchase or right of first
refusal,  such  shares  shall  again  be available for the purposes of the Plan;
provided, that the maximum number of shares that may be issued upon the exercise
of  Incentive  Stock Options shall equal the sum of the share numbers in Section
4.1,  subject  to  adjustment from time to time as provided in Section 12.1; and
provided,  further,  that  for purposes of Section 4.3, any such shares shall be
counted  in  accordance  with  the  requirements  of Section 162(m) of the Code.
SECTION  5.    ELIGIBILITY

        An  Award  may  be  granted  to any officer, director or employee of the
Company  or  a  Related  Company  that  the Plan Administrator from time to time
selects.  An Award may also be granted to any consultant, advisor or independent
contractor  who provides services to the Company or any Related Company, so long
as  such  Participant  (a) renders bona fide services that are not in connection
with  the  offer  and  sale  of  the  Company's  securities in a capital-raising
transaction and (b) does not directly or indirectly promote or maintain a market
for  the  Company's  securities.

SECTION  6.    AWARDS

6.1    Form  and  Grant  of  Awards

        The Plan Administrator shall have the authority, in its sole discretion,
to  determine  the  type or types of Awards to be granted under the Plan. Awards
may  be  granted  singly  or  in  combination.

6.2    Settlement  of  Awards

        The  Company  may settle Awards through the delivery of shares of Common
Stock, the granting of replacement Awards or any combination thereof as the Plan
Administrator  shall  determine.  Any  Award  settlement  may be subject to such
conditions,  restrictions  and  contingencies  as  the  Plan Administrator shall
determine.  The  Plan  Administrator  may  permit or require the deferral of any
Award  payment,  subject to such rules and procedures as it may establish, which
may  include  provisions  for  the payment or crediting of interest, or dividend
equivalents,  including converting such credits into deferred stock equivalents.

6.3    Acquired  Company  Awards

        Notwithstanding  anything  in  the  Plan  to  the  contrary,  the  Plan
Administrator  may grant Awards under the Plan in substitution for awards issued
under  other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of acquired entities ("Acquired Entities") (or
the  parent  of an Acquired Entity) and the new Award is substituted, or the old
award  is assumed, by reason of a merger, consolidation, acquisition of property
or  stock, reorganization or liquidation (the "Acquisition Transaction"). In the
event  that a written agreement pursuant to which the Acquisition Transaction is
completed  is  approved by the Board and said agreement sets forth the terms and
conditions  of  the  substitution for or assumption of outstanding awards of the
Acquired  Entity,  said terms and conditions shall be deemed to be the action of
the  Plan  Administrator  without  any further action by the Plan Administrator,
except as may be required for compliance with Rule 16b-3 under the Exchange Act,
and  the  persons  holding  such  awards  shall  be  deemed  to be Participants.

SECTION  7.    AWARDS  OF  OPTIONS

7.1    Grant  of  Options

        The Plan Administrator shall have the authority, in its sole discretion,
to  grant Options designated as Incentive Stock Options or as Nonqualified Stock
Options.

7.2    Option  Exercise  Price

        The  exercise  price  for  shares  purchased under an Option shall be as
determined  by  the  Plan  Administrator, but shall not be less than the minimum
exercise  price  required by Section 8.3 with respect to Incentive Stock Options
and  shall  not be less than 85% of Fair Market Value of the Common Stock on the
Grant  Date  with  respect  to  Nonqualified  Stock  Options.

7.3    Term  of  Options

        Subject  to earlier termination in accordance with the terms of the Plan
and  the  instrument  evidencing  the Option, the maximum term of an Option (the
"Option Term") shall be as established for that Option by the Plan Administrator
or, if not so established, shall be ten years from the Grant Date. For Incentive
Stock  Options,  the  Option  Term  shall  be  as  specified  in  Section  8.4.

7.4    Exercise  of  Options

        The  Plan Administrator shall establish and set forth in each instrument
that  evidences  an  Option the time at which, or the installments in which, the
Option  shall vest and become exercisable, any of which provisions may be waived
or  modified by the Plan Administrator at any time. If not so established in the
instrument  evidencing  the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the Plan
Administrator  at  any  time:


--------------------------------------------------------------------------------
Period of Participant's Continuous Employment or Service With the Company or Its
Related  Companies  From the Vesting Commencement Date;  Portion of Total Option
That  Is  Vested  and  Exercisable
--------------------------------------------------------------------------------

After  1  Year;  1/3

Each additional one-month period of continuous service completed thereafter;  An
additional  1/36th

After  3  years;  100%



        The  Plan  Administrator, in its sole discretion, may adjust the vesting
schedule  of  an Option held by a Participant who works less than "full time" as
that  term  is defined by the Plan Administrator or who takes a Company-approved
leave  of  absence.

        To  the  extent  an Option has vested and become exercisable, the Option
may  be  exercised  in  whole  or  from  time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance  with procedures established by the Plan Administrator, setting forth
the  number  of  shares with respect to which the Option is being exercised, the
restrictions  imposed  on the shares purchased under such exercise agreement, if
any,  and  such  representations  and  agreements as may be required by the Plan
Administrator,  accompanied  by  payment in full as described in Section 7.5. An
Option  may be exercised only for whole shares and may not be exercised for less
than  a  reasonable  number of shares at any one time, as determined by the Plan
Administrator.

7.5    Payment  of  Exercise  Price

        The exercise price for shares purchased under an Option shall be paid in
full  to  the  Company  by delivery of consideration equal to the product of the
Option  exercise  price  and  the number of shares purchased. Such consideration
must  be  paid before the Company will issue the shares being purchased and must
be  in a form or a combination of forms acceptable to the Plan Administrator for
that  purchase,  which  forms  may  include:

        (a)   cash;

        (b)   check;

        (c)   tendering  (either  actually or, if the Common Stock is registered
under  Section  12(b)  or  12(g)  of the Exchange Act, by attestation) shares of
Common  Stock  already  owned by the Participant for at least six months (or any
shorter  period  necessary  to  avoid  a  charge  to  the Company's earnings for
financial  reporting purposes) that on the day prior to the exercise date have a
Fair  Market  Value  equal  to  the aggregate exercise price of the shares being
purchased  under  the  Option;

        (d)   if  the Common Stock is registered under Section 12(b) or 12(g) of
the Exchange Act, delivery of a properly executed exercise notice, together with
irrevocable  instructions  to  a  brokerage  firm  designated  by the Company to
deliver promptly to the Company the aggregate amount of sale or loan proceeds to
pay the Option exercise price and any withholding tax obligations that may arise
in  connection  with the exercise, all in accordance with the regulations of the
Federal  Reserve  Board;  or

        (e)   such  other  consideration  as  the Plan Administrator may permit.

7.6    Post-Termination  Exercises

        The  Plan Administrator shall establish and set forth in each instrument
that  evidences  an  Option whether the Option shall continue to be exercisable,
and  the  terms  and  conditions of such exercise, if a Participant ceases to be
employed  by, or to provide services to, the Company or a Related Company, which
provisions  may  be waived or modified by the Plan Administrator at any time. If
not  so established in the instrument evidencing the Option, the Option shall be
exercisable according to the following terms and conditions, which may be waived
or  modified  by  the  Plan  Administrator  at  any  time:

        (a)   Any portion of an Option that is not vested and exercisable on the
date  of  a  Participant's  Termination  of  Service  shall expire on such date.

        (b)   Any  portion  of  an  Option that is vested and exercisable on the
date  of  a Participant's Termination of Service shall expire on the earliest to
occur  of

        (i)    if  the  Participant's  Termination of Service occurs for reasons
other  than Cause, Retirement or Early Retirement, Disability or death, the date
that  is  three  months  after  such  Termination  of  Service;

        (ii)   if  the  Participant's Termination of Service occurs by reason of
Retirement or Early Retirement, Disability or death, the one-year anniversary of
such  Termination  of  Service;  and

        (iii)  the  last  day of the Option Term (the "Option Expiration Date").

        If  a Participant's Termination of Service occurs for Cause, all Options
granted to the Participant shall automatically expire upon first notification to
the  Participant  of  such termination, unless the Plan Administrator determines
otherwise.  If  a  Participant's  employment  or  service  relationship with the
Company  is  suspended pending an investigation of whether the Participant shall
be  terminated  for  Cause,  all the Participant's rights under any Option shall
likewise  be  suspended  during  the  period of investigation. If any facts that
would  constitute  termination  for  Cause  are discovered after a Participant's
Termination  of  Service,  any  Option  then  held  by  the  Participant  may be
immediately  terminated  by  the  Plan  Administrator,  in  its sole discretion.

        Notwithstanding  the  foregoing,  if a Participant dies after his or her
Termination of Service but while an Option is otherwise exercisable, the portion
of  the Option that is vested and exercisable on the date of such Termination of
Service shall expire upon the earlier to occur of (y) the Option Expiration Date
and  (z)  the  one-year  anniversary  of  the  date  of  death,  unless the Plan
Administrator  determines  otherwise.

        (c)   A Participant's change in status from an employee to a consultant,
advisor  or  independent  contractor  or  a  change in status from a consultant,
advisor  or  independent  contractor  to  an employee, shall not be considered a
Termination  of  Service  for  purposes  of  this  Section  7.

        (d)   The  effect  of  a  Company-approved  leave  of  absence  on  the
application  of this Section 7 shall be determined by the Plan Administrator, in
its  sole  discretion.

SECTION  8.    INCENTIVE  STOCK  OPTION  LIMITATIONS

        Notwithstanding  any  other  provisions  of  the Plan, and to the extent
required by Section 422 of the Code, Incentive Stock Options shall be subject to
the  following  additional  terms  and  conditions:

8.1    Dollar  Limitation

        To  the  extent  the  aggregate  Fair Market Value (determined as of the
Grant  Date)  of  Common  Stock  with respect to which a Participant's Incentive
Stock  Options  become  exercisable  for the first time during any calendar year
(under  the  Plan and all other stock option plans of the Company and its parent
and  subsidiary  corporations)  exceeds  $100,000,  such  portion  in  excess of
$100,000  shall  be  treated  as  a  Nonqualified Stock Option. In the event the
Participant holds two or more such Options that become exercisable for the first
time in the same calendar year, such limitation shall be applied on the basis of
the  order  in  which  such  Options  are  granted.

8.2    Eligible  Employees

        Individuals who are not employees of the Company or one of its parent or
subsidiary  corporations  may  not  be  granted  Incentive  Stock  Options.

8.3    Exercise  Price

        The  exercise  price of an Incentive Stock Option shall be at least 100%
of  the Fair Market Value of the Common Stock on the Grant Date, and in the case
of  an Incentive Stock Option granted to a Ten Percent Stockholder, shall not be
less  than  110% of the Fair Market Value of the Common Stock on the Grant Date.
The  determination  of  more than 10% ownership shall be made in accordance with
Section  422  of  the  Code.

8.4    Option  Term

        Subject  to earlier termination in accordance with the terms of the Plan
and  the instrument evidencing the Option, the Option Term of an Incentive Stock
Option  shall not exceed ten years, and in the case of an Incentive Stock Option
granted  to  a  Ten  Percent  Stockholder,  shall  not  exceed  five  years.

8.5    Exercisability

        An Option designated as an Incentive Stock Option shall cease to qualify
for  favorable  tax  treatment  as an Incentive Stock Option to the extent it is
exercised  (if  permitted by the terms of the Option) (a) more than three months
after  the date of a Participant's Termination of Service if termination was for
reasons other than death or Disability, (b) more than one year after the date of
a  Participant's  Termination  of  Service  if  termination  was  by  reason  of
Disability,  or  (c) after the Participant has been on leave of absence for more
than  90  days,  unless  the Participant's reemployment rights are guaranteed by
statute  or  contract.

8.6    Taxation  of  Incentive  Stock  Options

        In  order  to  obtain  certain  tax benefits afforded to Incentive Stock
Options  under  Section  422  of  the Code, the Participant must hold the shares
acquired  upon the exercise of an Incentive Stock Option for two years after the
Grant  Date  and  one  year  after  the  date  of  exercise.

        A  Participant may be subject to the alternative minimum tax at the time
of exercise of an Incentive Stock Option. The Participant shall give the Company
prompt  notice  of  any  disposition  of  shares  acquired on the exercise of an
Incentive  Stock  Option  prior  to  the  expiration  of  such  holding periods.

8.7    Promissory  Notes

        The  amount  of any promissory note delivered pursuant to Section 7.5 in
connection  with  an  Incentive  Stock  Option  shall  bear  interest  at a rate
specified  by the Plan Administrator, but in no case less than the rate required
to  avoid  imputation  of  interest  (taking  into account any exceptions to the
imputed  interest  rules)  for  federal  income  tax  purposes.

8.8    Code  Definitions

        For the purposes of this Section 8, "parent corporation" and "subsidiary
corporation"  shall  have the meanings attributed to those terms for purposes of
Section  422  of  the  Code.

SECTION  9.    STOCK  AWARDS

9.1    Grant  of  Stock  Awards

        The  Plan  Administrator is authorized to make Awards of Common Stock or
Awards  denominated  in  units  of Common Stock on such terms and conditions and
subject  to  such  repurchase  or  forfeiture restrictions, if any (which may be
based  on  continuous service with the Company or the achievement of performance
goals  related  to  one  or  more  of  the  following:  profits,  profit growth,
profit-related return ratios, cash flow or total stockholder return net revenue,
net  earnings,  operating  earnings  or  income,  earnings per share, cash flow,
pretax  profits,  earnings growth, revenue growth, book value per share or stock
price,  where  such  goals  may  be  stated  in  absolute  terms  or relative to
comparison  companies),  as  the Plan Administrator shall determine, in its sole
discretion,  which  terms, conditions and restrictions shall be set forth in the
instrument evidencing the Award. The terms, conditions and restrictions that the
Plan Administrator shall have the power to determine shall include the manner in
which  shares  subject  to  Stock  Awards  are  held during the periods they are
subject  to  restrictions  and  the  circumstances  under  which  repurchase  or
forfeiture  of  the  Stock  Award  shall  occur  by  reason  of  a Participant's
Termination  of  Service.

9.2    Issuance  of  Shares

        Upon  the  satisfaction  of  any  terms,  conditions  and  restrictions
prescribed in respect to a Stock Award, or upon a Participant's release from any
terms,  conditions  and restrictions of a Stock Award, as determined by the Plan
Administrator,  the  Company  shall  release,  as  soon  as  practicable, to the
Participant  or,  in  the  case  of  the  Participant's  death,  to the personal
representative  of the Participant's estate or as the appropriate court directs,
the  appropriate  number  of  shares  of  Common  Stock.

9.3    Waiver  of  Restrictions

        Notwithstanding any other provisions of the Plan, the Plan Administrator
may,  in  its sole discretion, waive the repurchase or forfeiture period and any
other  terms,  conditions  or  restrictions  on  any  Stock  Award  under  such
circumstances and subject to such terms and conditions as the Plan Administrator
shall  deem  appropriate; provided, however, that the Plan Administrator may not
adjust performance goals for any Stock Award intended to be exempt under Section
162(m)  of  the  Code for the year in which the Stock Award is settled in such a
manner  as  would  increase  the  amount  of compensation otherwise payable to a
Participant.

SECTION  10.    WITHHOLDING

        The Company may require the Participant to pay to the Company the amount
of any taxes that the Company is required by applicable federal, state, local or
foreign  law  to  withhold  with respect to the grant, vesting or exercise of an
Award.  The  Company  shall  not be required to issue any shares of Common Stock
under  the  Plan  until  such  obligations  are  satisfied.

        The  Plan  Administrator  may permit or require a Participant to satisfy
all  or part of his or her tax withholding obligations by (a) paying cash to the
Company,  (b) having the Company withhold from any cash amounts otherwise due or
to  become  due  from  the Company to the Participant, or (c) having the Company
withhold  a  number  of shares of Common Stock that would otherwise be issued to
the  Participant  (or  become vested in the case of Stock Awards) having a value
equal to the tax withholding obligations, or (d) surrendering a number of shares
of  Common  Stock  the  Participant already owns having a value equal to the tax
withholding  obligations. The value of the shares so withheld may not exceed the
employer's minimum required tax withholding rate, and the value of the shares so
tendered  may  not  exceed such rate to the extent the Participant has owned the
tendered  shares  for  less  than  six months if such limitation is necessary to
avoid  a  charge  to  the  Company  for  financial  reporting  purposes.

SECTION  11.    ASSIGNABILITY

        No Award or interest in an Award may be assigned, pledged or transferred
by  the  Participant  or  made  subject  to  attachment  or  similar proceedings
otherwise  than  by  will or by the applicable laws of descent and distribution,
except  to  the  extent  a  Participant  designates  a  beneficiary  on  a
Company-approved  form  who  may exercise the Award or receive payment under the
Award  after  the Participant's death. During a Participant's lifetime, an Award
may  be  exercised only by the Participant. Notwithstanding the foregoing and to
the  extent permitted by Section 422 of the Code, the Plan Administrator, in its
sole  discretion,  may  permit  a  Participant  to  assign or transfer an Award;
provided,  however, that an Award so assigned or transferred shall be subject to
all  the  terms and conditions of the Plan and those contained in the instrument
evidencing  the  Award.

SECTION  12.    ADJUSTMENTS

12.1    Adjustment  of  Shares

        In  the event, at any time or from time to time, a stock dividend, stock
split,  spin-off,  combination  or exchange of shares, recapitalization, merger,
consolidation,  distribution  to stockholders other than a normal cash dividend,
or  other  change in the Company's corporate or capital structure results in (a)
the  outstanding shares of Common Stock, or any securities exchanged therefor or
received  in  their  place,  being  exchanged  for a different number or kind of
securities  of  the  Company  or  of  any other company or (b) new, different or
additional  securities  of the Company or of any other company being received by
the  holders  of  shares  of  Common  Stock  of  the  Company,  then  the  Plan
Administrator  shall make proportional adjustments in (i) the maximum number and
kind  of  securities subject to the Plan and issuable as Incentive Stock Options
as set forth in Section 4, the maximum number and kind of securities that may be
made  subject  to  Stock  Awards and to Awards to any individual as set forth in
Section  4.3,  and  the  number  and  kind  of  securities automatically granted
pursuant  to  a  formula  program under the Plan and (ii) the number and kind of
securities  that are subject to any outstanding Award and the per share price of
such  securities, without any change in the aggregate price to be paid therefor.
The  determination  by  the  Plan  Administrator  as  to the terms of any of the
foregoing  adjustments  shall  be  conclusive  and  binding. Notwithstanding the
foregoing,  a dissolution or liquidation of the Company or a Company Transaction
shall  not  be  governed  by this Section 12.1 but shall be governed by Sections
12.2  and  12.3,  respectively.

12.2    Dissolution  or  Liquidation

        To  the extent not previously exercised or settled, and unless otherwise
determined  by  the Plan Administrator in its sole discretion, Options and Stock
Awards denominated in units shall terminate immediately prior to the dissolution
or  liquidation  of  the  Company.  To  the  extent  a  forfeiture  provision or
repurchase  right  applicable  to  an  Award  has  not  been  waived by the Plan
Administrator,  the  Award  shall  be  forfeited  immediately  prior  to  the
consummation  of  the  dissolution  or  liquidation.

12.3    Company  Transaction

        12.3.1    Options

        In  the  event of a Company Transaction, except as otherwise provided in
the  instrument  evidencing  an  Option  or  in a written employment or services
agreement  between  a  Participant  and  the  Company  or  a  Related  Company,

        (a)   Except  as  provided  in  subsection  (b)  below, each outstanding
Option  shall  be  assumed  or  an equivalent option or right substituted by the
Successor  Company.

        (b)   If  in connection with a Company Transaction the Successor Company
refuses to assume or substitute for an Option, then each such outstanding Option
shall  become  fully vested and exercisable with respect to 100% of the unvested
portion  of  the  Option.  In such case, the Plan Administrator shall notify the
Participant in writing or electronically that the unvested portion of the Option
specified  above  shall  be  fully  vested  and exercisable for a specified time
period.  At  the  expiration  of  the  time  period, the Option shall terminate,
provided  that  the  Company  Transaction  has  occurred.

        (c)   For  the  purposes  of  this  Section  12.3,  the  Option shall be
considered  assumed  or substituted for if following the Company Transaction the
option  or  right  confers  the  right to purchase or receive, for each share of
Common Stock subject to the Option immediately prior to the Company Transaction,
the  consideration  (whether  stock,  cash,  or  other  securities  or property)
received  in  the  Company Transaction by holders of Common Stock for each share
held  on  the  effective  date of the transaction (and if holders were offered a
choice  of  consideration,  the type of consideration chosen by the holders of a
majority  of  the  outstanding  shares);  provided,  however,  that  if  such
consideration  received in the Company Transaction is not solely common stock of
the  Successor  Company,  the  Plan  Administrator  may, with the consent of the
Successor  Company,  provide  for  the  consideration  to  be  received upon the
exercise  of  the  Option, for each share of Common Stock subject thereto, to be
solely  common stock of the Successor Company substantially equal in fair market
value  to the per share consideration received by holders of Common Stock in the
Company  Transaction. The determination of such substantial equality of value of
consideration  shall  be  made  by  the Plan Administrator and its determination
shall  be  conclusive  and  binding.

        (d)   Notwithstanding  the foregoing or any other provision of the Plan,
the  Plan  Administrator  may  determine  at  any time that Participants holding
Options  shall have the right in lieu of exercising the Option to elect during a
specified  period  of time determined by the Plan Administrator to surrender all
or  part of an Option to the Company in exchange for a cash payment in an amount
equal  to the amount by which the Fair Market Value per share of Common Stock as
of  the  date  the  Corporate  Transaction occurs exceeds the per share exercise
price for such Option multiplied by the number of shares subject to such Option.

        (e)   All  Options  shall  terminate  and  cease  to  remain outstanding
immediately  following  the Company Transaction, except to the extent assumed by
the  Successor  Company.

        12.3.2    Stock  Awards

        In  the  event of a Company Transaction, except as otherwise provided in
the  instrument  evidencing the Award and unless otherwise provided in a written
employment  or  services  agreement  between  a Participant and the Company or a
Related Company, the vesting of shares subject to Stock Awards shall accelerate,
and  the  forfeiture provisions to which such shares are subject shall lapse, if
and  to  the  same extent that the vesting of outstanding Options accelerates in
connection  with  the Company Transaction. If unvested Options are to be assumed
or  substituted  by a Successor Company without acceleration upon the occurrence
of  a Company Transaction, the repurchase or forfeiture provisions to which such
Stock  Awards are subject shall continue with respect to shares of the Successor
Company  that  may  be  issued  in  exchange  for  such  shares.

12.4    Further  Adjustment  of  Awards

        Subject to Sections 12.2 and 12.3, the Plan Administrator shall have the
discretion,  exercisable  at  any  time  before  a  sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control of the Company, as
defined  by the Plan Administrator, to take such further action as it determines
to  be necessary or advisable with respect to Awards. Such authorized action may
include  (but  shall  not  be  limited to) establishing, amending or waiving the
type,  terms,  conditions  or  duration  of, or restrictions on, Awards so as to
provide  for  earlier,  later, extended or additional time for exercise, lifting
restrictions  and  other modifications, and the Plan Administrator may take such
actions  with respect to all Participants, to certain categories of Participants
or  only to individual Participants. The Plan Administrator may take such action
before  or after granting Awards to which the action relates and before or after
any  public  announcement  with  respect  to  such  sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control that is the reason
for  such  action.

12.5    Limitations

        The  grant  of  Awards  shall  in  no  way affect the Company's right to
adjust,  reclassify,  reorganize  or  otherwise  change  its capital or business
structure  or to merge, consolidate, dissolve, liquidate or sell or transfer all
or  any  part  of  its  business  or  assets.

12.6    Fractional  Shares

        In  the  event  of any adjustment in the number of shares covered by any
Award, each such Award shall cover only the number of full shares resulting from
such  adjustment.

SECTION  13.    AMENDMENT  AND  TERMINATION

13.1    Amendment,  Suspension  or  Termination  of  Plan

        The Board may amend, suspend or terminate the Plan or any portion of the
Plan  at  any  time  and  in such respects as it shall deem advisable; provided,
however, that to the extent required for compliance with Section 422 of the Code
or  any applicable law or regulation, stockholder approval shall be required for
any  amendment  that would (a) increase the total number of shares available for
issuance  under  the Plan, (b) modify the class of employees eligible to receive
Options,  or (c) otherwise require stockholder approval under any applicable law
or  regulation.  Any  amendment  made  to  the  Plan  that  would  constitute  a
"modification"  to  Incentive  Stock  Options  outstanding  on  the date of such
amendment  shall  not,  without the consent of the Participant, be applicable to
such outstanding Incentive Stock Options but shall have prospective effect only.

13.2    Term  of  Plan

        The Plan shall have no fixed expiration date; provided, however, that no
Incentive  Stock  Options  may be granted more than ten years after the later of
(a)  the  adoption by the Board of the Plan and (b) the adoption by the Board of
any  amendment  to  the  Plan  that  constitutes  the adoption of a new plan for
purposes  of  Section  422  of  the  Code.

13.3    Consent  of  Participant

        The  suspension,  amendment  or  termination  of  the  Plan or a portion
thereof  or  the  amendment  of  an  outstanding  Award  shall  not, without the
Participant's  consent,  materially  adversely affect any rights under any Award
theretofore  granted to the Participant under the Plan. Any change or adjustment
to  an  outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock  Option.  Notwithstanding  the foregoing, any adjustments made pursuant to
Sections  12.1  through  12.3  shall  not  be  subject  to  these  restrictions.

SECTION  14.    GENERAL

14.1    Evidence  of  Awards

        Awards granted under the Plan shall be evidenced by a written instrument
that  shall  contain such terms, conditions, limitations and restrictions as the
Plan  Administrator  shall deem advisable and that are not inconsistent with the
Plan.

14.2    No  Individual  Rights

        Nothing  in the Plan or any Award granted under the Plan shall be deemed
to  constitute  an  employment  contract or confer or be deemed to confer on any
Participant  any  right  to  continue in the employ of, or to continue any other
relationship  with,  the  Company or any Related Company or limit in any way the
right  of  the  Company  or  any  Related  Company  to terminate a Participant's
employment  or  other  relationship  at  any  time,  with  or  without  Cause.

14.3    Issuance  of  Shares

        Notwithstanding  any other provision of the Plan, the Company shall have
no  obligation  to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless, in the opinion of
the Company's counsel, such issuance, delivery or distribution would comply with
all  applicable  laws  (including,  without  limitation, the requirements of the
Securities  Act  or  the  laws  of  any  state or foreign jurisdiction), and the
applicable  requirements  of  any  securities  exchange  or  similar  entity.

        The  Company shall be under no obligation to any Participant to register
for  offering or resale or to qualify for exemption under the Securities Act, or
to  register or qualify under the laws of any state or foreign jurisdiction, any
shares of Common Stock, security or interest in a security paid or issued under,
or  created  by,  the  Plan,  or to continue in effect any such registrations or
qualifications  if made. The Company may issue certificates for shares with such
legends  and  subject  to  such  restrictions  on  transfer  and  stop-transfer
instructions  as  counsel  for  the  Company  deems  necessary  or desirable for
compliance  by  the  Company  with  federal,  state and foreign securities laws.

        To  the  extent  the Plan or any instrument evidencing an Award provides
for  issuance  of stock certificates to reflect the issuance of shares of Common
Stock,  the  issuance  may be effected on a noncertificated basis, to the extent
not  prohibited by applicable law or the applicable rules of any stock exchange.

14.4    No  Rights  as  a  Stockholder

        No  Option  or  Stock  Award  denominated  in  units  shall  entitle the
Participant  to any cash dividend, voting or other right of a stockholder unless
and until the date of issuance under the Plan of the shares that are the subject
of  such  Award.

14.5    Compliance  With  Laws  and  Regulations

        Notwithstanding  anything  in  the  Plan  to  the  contrary,  the  Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit  or condition the use of any provision of the Plan to Participants who are
officers  or  directors  subject  to  Section  16 of the Exchange Act without so
restricting,  limiting  or  conditioning  the  Plan  with  respect  to  other
Participants.  Additionally,  in interpreting and applying the provisions of the
Plan,  any  Option  granted  as  an  Incentive Stock Option pursuant to the Plan
shall,  to  the  extent  permitted  by  law, be construed as an "incentive stock
option"  within  the  meaning  of  Section  422  of  the  Code.

14.6    Participants  in  Other  Countries

        The  Plan  Administrator  shall  have  the  authority  to  adopt  such
modifications,  procedures  and  subplans  as  may  be necessary or desirable to
comply  with  provisions  of the laws of other countries in which the Company or
any  Related  Company  may  operate to assure the viability of the benefits from
Awards  granted  to  Participants  employed  in  such  countries and to meet the
objectives  of  the  Plan.

14.7    No  Trust  or  Fund

        The Plan is intended to constitute an "unfunded" plan. Nothing contained
herein  shall  require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for  any  immediate  or  deferred  amounts  payable  to  any Participant, and no
Participant  shall  have  any  rights  that  are greater than those of a general
unsecured  creditor  of  the  Company.

14.8    Severability

        If  any  provision of the Plan or any Award is determined to be invalid,
illegal  or  unenforceable  in  any  jurisdiction, or as to any person, or would
disqualify  the  Plan  or  any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable  laws, or, if it cannot be so construed or deemed amended without, in
the  Plan  Administrator's  determination, materially altering the intent of the
Plan  or  the  Award,  such provision shall be stricken as to such jurisdiction,
person  or  Award, and the remainder of the Plan and any such Award shall remain
in  full  force  and  effect.

14.9    Choice  of  Law

        The  Plan and all determinations made and actions taken pursuant hereto,
to  the extent not otherwise governed by the laws of the United States, shall be
governed  by  the  laws  of  the  State  of  Delaware  without  giving effect to
principles  of  conflicts  of  law.

SECTION  15.    EFFECTIVE  DATE

        The  effective  date  is  the  date  on which the Plan is adopted by the
Board.  If  the  stockholders  of  the Company do not approve the Plan within 12
months  after  the  Board's  adoption  of  the Plan, any Incentive Stock Options
granted  under  the  Plan  will  be  treated  as  Nonqualified  Stock  Options.