LIFECELL CORPORATION
                           YEAR 2000 STOCK OPTION PLAN

          1.     Purpose.  This  Year  2000  Stock  Option Plan (this "Plan") of
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LifeCell  Corporation, a Delaware corporation (the "Company") is adopted for the
benefit  of  certain  individuals  who  have  substantial responsibility for the
Company's management and growth, and is intended to advance the interests of the
Company  by  providing these individuals with additional incentive by increasing
their proprietary interest in the success of the Company and thereby encouraging
them  to  remain  in  its  employ  or  affiliation.

          2.     Administration.  This Plan shall be administered by a committee
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to  be  appointed  by  the  Board of Directors of the Company (the "Committee"),
which  Committee  shall  consist  of  not  less than two members of the Board of
Directors and shall be comprised solely of members of the Board of Directors who
qualify  as  both  non-employee  directors as defined in Rule 16b-3(b)(3) of the
Securities  Exchange Act of 1934, as amended (the "Securities Exchange Act") and
outside  directors  within  the  meaning  of  Department of Treasury Regulations
issued  under  Section  162(m)  of the Internal Revenue Code of 1986, as amended
(the "Code").  The Board of Directors of the Company shall have the power to add
or  remove  members  of  the Committee, from time to time, and to fill vacancies
thereon  arising;  by resignation, death, removal, or otherwise.  Meetings shall
be  held  at  such  times and places as shall be determined by the Committee.  A
majority  of  the  members  of  the  Committee shall constitute a quorum for the
transaction  of business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting.  No member of
the Committee shall be liable for any act or omission of any other member of the
Committee  or for any act or omission on his own part, including but not limited
to  the exercise of any power or discretion given to him under this Plan, except
those  resulting  from  his  own  gross  negligence  or willful misconduct.  All
questions  of  interpretation  and  application  of  this Plan, or as to options
granted  hereunder (the "Options"), shall be subject to the determination, which
shall  be  final and binding, of a majority of the whole Committee.  In carrying
out  its  authority  under  this  Plan,  the Committee shall have full and final
authority  and  discretion,  including but not limited to the rights, powers and
authorities,  to:  (a)  determine  the  persons to whom and the time or times at
which  Options will be made, (b) determine the number of shares and the purchase
price  of  stock  covered in each Option, subject to the terms of this Plan, (c)
determine the terms, provisions and conditions of each Option, which need not be
identical,  (d)  accelerate  the  time  at  which  any outstanding Option may be
exercised, (e) define the effect, if any, on an Option of the death, disability,
retirement,  or  other termination of employment of the Optionee, (f) prescribe,
amend  and rescind rules and regulations relating to administration of the Plan,
and  (g)  make  all  other  determinations  and  take  all  other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.
The  actions  of  the  Committee  in  exercising  all of the rights, powers, and
authorities  set  out  in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding  on  all  parties.  When appropriate, this Plan shall be administered in
order  to  qualify  certain of the Options granted hereunder as "incentive stock
options"  described  in  Section  422  of  the Code ("Incentive Stock Options").

          3.     Dedicated  Shares.  The  stock subject to the Options and other
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provisions of this Plan shall be shares of the Company's Common stock, $.001 par
value  (the  "Stock").  Such  shares  may  be  treasury shares or authorized but
unissued  shares.  The  total  number  of  shares of Stock with respect to which
Incentive  Stock  Options may be granted shall be 1,500,000 shares.  The maximum
number  of  shares  subject to Options which may be issued to any Optionee under
this  Plan  during any period of three consecutive years is 500,000 shares.  The
class and aggregate number of shares which may be subject to the Options granted
hereunder  shall  be  subject to adjustment in accordance with the provisions of
Paragraph  17  hereof

          In the event that any outstanding Option expires or is surrendered for
any reason or terminates by reason of the death or other severance of employment
of  the  Optionee,  the  shares of Stock allocable to the unexercised portion of
such  Option  may  again  be  subject  to  an  Option  under  this  Plan.

          4.     Authority  to  Grant Options.  The  Committee  may  grant  the
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following Options from time to time  to such eligible individuals of the Company
as it shall  from  time  to  time  determine:

          (a)     "Incentive  Stock Options".  The  Committee  may  grant  to an
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eligible  employee  an  Option, or  Options, to buy a stated number of shares of
Stock under the terms and conditions of this Plan, so that the Option will be an
"incentive stock  option"  within  the  meaning  of  Section 422 of the Code.


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          (b)     "Nonqualified  Stock  Options".  The Committee may grant to an
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eligible  individual  an Option, or Options, to buy a stated number of shares of
Stock  under  the  terms and conditions of this Plan, even though such Option or
Options  would  not constitute an "incentive stock option" within the meaning of
Section  422  of  the  Code.

          Each  Option granted shall be approved by the Committee.  Subject only
to  any  applicable  limitations set forth in this Plan, the number of shares of
Stock  to  be  covered  by  an  Option  shall be as determined by the Committee.

          5.     Eligibility.  The  individuals who shall be eligible to receive
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Incentive  Stock  Options  under  this  Plan  shall be such employees, including
officers  and  directors if they are employees, of the Company, or of any parent
or  subsidiary  corporation, as the Committee shall determine from time to time,
provided,  that no such employee who owns stock possessing more than ten percent
of  the  total  combined voting power of all classes of stock of the corporation
employing  the  employee  or  of  its  parent or subsidiary corporation shall be
eligible  to  receive  an  incentive  stock option unless at the rime that it is
granted  the  option price is at least 110% of the fair market value of Stock at
the  time  the  Option  is  granted  and  the  Option  by  its  own terms is not
exercisable  after  the  expiration  of  five years from the date such Option is
granted.

          For  the  purposes  of  the  preceding  paragraph, an employee will be
considered  as  owning  the  stock  owned, directly or indirectly, by or for his
brothers  and  sisters  (whether by the whole or half blood), spouse, ancestors,
and  lineal  descendants;  and  stock owned, directly or indirectly, by or for a
corporation,  partnership,  estate  or  trust  will be considered as being owned
proportionately  by  or for its shareholders, partners or beneficiaries.  Except
as  otherwise  provided,  for  all  purposes  of  this  Plan,  the  term "parent
corporation"  shall mean any corporation (other than the Company) in an unbroken
chain  of  corporations  ending  with the Company if on the date of grant of the
Option  in  question, each of the corporations other than the Company owns stock
possessing  50%  or  more  of  the total combined voting power of all classes of
stock  in  one of the other corporations in such chain; and the term "subsidiary
corporation"  shall  mean  any  corporation in an unbroken chain of corporations
beginning  with  the Company if, on the date of grant of the Option in question,
each  of  the  corporations,  other than the last corporation in the chain, owns
stock  possessing  50% or more of the total combined voting power of all classes
of  stock  in  one  of  the  other  corporations  in  such  chain.

          The  individuals  who  shall be eligible to receive Nonqualified Stock
Options  shall be such individuals as the Committee shall determine from time to
time.

          No  individual  shall be eligible to receive an Option under this Plan
while  the  individual  is  a  member  of  the  Committee.

          6.     Option  Price.  The  price  at  which  shares  of  Stock may be
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purchased  pursuant  to  an  Option shall be determined by the Committee and set
forth  in  the  Option  agreement; provided, however, that the purchase price of
shares  of  Stock  subject  to any Incentive Stock Option shall not be less than
100%  of the fair market value of the shares of Stock on the date such Option is
granted  (110%  in  the  case  of any employee described in Paragraph 5 who owns
stock possessing more than ten percent of the total combined voting power of all
classes  of  stock of the corporation employing the employee or of its parent or
subsidiary  corporation  (described  in Paragraph 5).  "Fair market value" shall
mean  the  fair  market  value of the Common Stock on the date of grant or other
relevant  date.  If  on such date the Common Stock is listed on a stock exchange
or  is quoted on the automated quotation system of NASDAQ, the fair market value
shall  be  the closing sale price at 4:00 p.m. (or if such price is unavailable,
the  average of the high bid price and the low asked price) on such date.  If no
such  closing  sale price or bid and asked prices are available, the fair market
value  shall  be  determined  in  good faith by the Committee in accordance with
generally  accepted valuation principles and such other factors as the Committee
reasonably  deems  relevant.

          7.     Duration  of  Options.  No  Option  which is an Incentive Stock
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Option shall be exercisable after the expiration of ten years from the date such
Option  is  granted;  and  the Committee in its discretion may provide that such
Option shall be exercisable throughout such ten-year period or during any lesser
period  of  time  commencing  on  or  after the date of grant of such Option and
ending  upon  or  before the expiration of such ten-year period.  In the case of
any  employee  who  owes  stock  possessing  more  than ten percent of the total
combined  voting  power of all classes of stock of the corporation employing the
employee  or of its parent or subsidiary corporation (described in Paragraph 5),
no  Option  which  is  an  Incentive Stock Option shall be exercisable after the
expiration  of five years from the date such Option is granted.  No Option which
is  a Nonqualified Stock Option shall be exercisable after the expiration of ten
years  from the date such Option is granted; and the Committee in its discretion
may  provide  that  such  Option  shall  be exercisable throughout such ten-year
period  or  during arty lesser period of time commencing on or after the date of
grant  of  such option and ending upon or before the expiration of such ten-year
period.


<PAGE>
          8.     $100,000  Limitation on Incentive Stock Options.  To the extent
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that  the  aggregate  fair  market value (determined as of the time an Incentive
Option  is  granted)  of the Stock with respect to which Incentive Options first
become exercisable by the Optionee during any calendar year (under this Plan and
any  other  incentive  stock  option  plan(s)  of  the  Company  or  any  parent
corporation  or  subsidiary corporation) exceeds $100,000, the Incentive Options
shall  be  treated  as  Nonqualified  Options.  In  making  this  determination,
Incentive  Options  shall  be taken into account in the order in which they were
granted.

          9.     Amount  Exercisable.  Each  Option may be exercised, so long as
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it  is  valid  and outstanding, from time to time in part or as a whole, in such
manner  and  subject  to  such conditions as the Committee in its discretion may
provide  in  the  Option  agreement.  However,  the  Committee  in  its absolute
discretion  may  accelerate  the  time  at  which  any outstanding Option may be
exercised.

          10.     Exercise  of  Options.  Options  shall  be  exercised  by  the
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delivery  of  written  notice  to the Company setting forth the number of shares
with  respect  to  which the Option is to be exercised, together with: (i) cash,
certified  check,  bank  draft,  or postal or express money order payable to the
order  of  the  Company  for an amount equal to the option price of such shares,
(ii)  Stock at the fair market value on the date of exercise, or (iii) any other
form of payment which is acceptable to the Committee, and specifying the address
to  which  the  certificates  for  such  shares  are to be mailed.  In addition,
Options  may  be  exercised  through a registered broker-dealer pursuant to such
cashless  exercise procedures which are, from time to time, deemed acceptable to
the  Committee,  and the Committee may authorize that the purchase price payable
upon  exercise  of an Option may be paid by having shares of Stock withheld that
otherwise  would  be  acquired  upon  such exercise.  As promptly as practicable
after  receipt  of  such  written  notification  and  payment, the Company shall
deliver  to  the  Optionee certificates for the number of shares with respect to
which such Option has been so exercised, issued in the Optionee's name; provided
that  such  delivery  shall  be  deemed  effected  for all purposes when a stock
transfer  agent  of  the  Company  shall have deposited such certificates in the
United States mail, addressed to the Optionee, at the address specified pursuant
to  this  Paragraph  10.  If shares of Stock are used in payment of the exercise
price,  the  aggregate fair market value of the shares of Stock tendered must be
equal to or less than the aggregate exercise price of the shares being purchased
upon  exercise of the Option, and any difference must be paid by cash, certified
check,  bank  draft,  or  postal  or express money order payable to the Company.
Delivery  of  the  shares shall be deemed effected for all purposes when a stock
transfer  agent  of  the  Company  shall  have deposited the certificates in the
United  States  mail, addressed to the Optionee, at the address specified by the
Optionee.

          Whenever an Option is exercised by exchanging shares of Stock owned by
the  Optionee, the Optionee shall deliver to the Company certificates registered
in the name of the Optionee representing a number of shares of Stock legally and
beneficially  owned by the Optionee, free of all liens, claims, and encumbrances
of  every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by the certificates, (with signature guaranteed
by a commercial bank or trust company or by a brokerage firm having a membership
on a registered national stock exchange).  The delivery of certificates upon the
exercise  of  Options is subject to the condition that the person exercising the
Option  provide  the  Company  with the information the Company might reasonably
request  pertaining  to  exercise,  sale  or  other  disposition  of  an Option.

          11.     Tax Withholding.  The Company shall be entitled to deduct from
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other  compensation payable to each employee any sums required by federal, state
or  local  tax  law  to  be withheld with respect to the grant or exercise of an
Option.  In  the  alternative,  the  Company  may require the employee (or other
individual  exercising  the  Option) to pay the sum directly to the Company.  If
the  Optionee (or other individual exercising the Option) is required to pay the
sum  directly,  payment  in  cash  or  by  check of such sums for taxes shall be
delivered within ten days after the date of exercise.  The Company shall have no
obligation  upon  exercise of any Option until payment has been received, unless
withholding  (or  offset  against  a cash payment) as of or prior to the date of
exercise  is sufficient to cover all sums due with respect to that exercise, the
Company shall not be obligated to advise an employee of the existence of the tax
or  the  amount  which  the  employer  corporation will be required to withhold.

          12.     Transferability of Options.  Options shall not be transferable
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by  the  Optionee  otherwise  than  by  will  or  under  the laws of descent and
distribution.  Notwithstanding the foregoing, an Optionee may, at any time prior
to  death,  assign all or any Nonqualified Options granted to him to the trustee
of  a  trust  for  the  primary  benefit  of  the  Optionee's  spouse  or lineal
descendants.  If such assignment is made, the spouse or lineal descendants shall
be  entitled  to  all of the rights of the Optionee with respect to the assigned
Options,  and  such  Options  shall  continue to be subject to all of the terms,
conditions  and  restrictions  applicable  to  the  Options, as set forth in the
applicable Option agreement.  Any such assignment shall be permitted only if (i)
the  Optionee  does  not  receive  any  consideration  therefore,  and  (ii) the
assignment is expressly permitted by the applicable Option agreement as approved
by  the  Committee.  Any  such  assignment  shall  be  evidenced by such written
documentation  executed by the Optionee as the Committee may approve, and a copy
thereof shall be delivered to the Committee on or prior to the effective date of
the  assignment.


<PAGE>
          13.     Termination of Employment or Affiliation or Death of Optionee.
                  -------------------------------------------------------------
Except as may be otherwise expressly provided herein or in the Option agreement,
Options  shall  terminate  on  the  earlier of the date of the expiration of the
Option  or  one day less than three months after the date of the severance, upon
severance  of the employment or affiliation relationship between the Company and
the  Optionee  for  any reason, for or without cause, other than death.  Whether
authorized leave of absence, or absence on military or government service, shall
constitute  severance  of the employment or affiliation relationship between the
Company  and  the  Optionee  shall  be  determined  by the Committee at the time
thereof.  Unless  the  Optionee's  Option  agreement  specifically addresses the
matter  and  expressly provides otherwise, after the severance of the employment
or  affiliation  relationship between the Company and the Optionee, the Optionee
shall  have  the  right,  at any time prior to the termination of the Option, to
exercise  the  Option solely to the extent the Optionee was entitled to exercise
it  immediately  prior to the date of such severance.  In the event of the death
of the holder of an Option while in the employ or affiliation of the Company and
before the date of expiration of such Option, such Option shall terminate on the
earlier  of  such  date  of  expiration or six months following the date of such
death.  After  the  death  of the Optionee, his executors, administrators or any
person  or  persons to whom his Option may be transferred by will or by the laws
of  descent  and  distribution,  shall have the right, at any time prior to such
termination,  to  exercise  the  Option,  in whole (subject to the provisions of
Paragraph 8 hereof, but without regard to any limitation set forth in or imposed
pursuant  to  Paragraph  9  hereof)  or  in  part.  An employment or affiliation
relationship  between  the  Company  and  the  Optionee shall be deemed to exist
during  any  period  in which the Optionee is employed by or affiliated with the
Company,  by  any  parent or subsidiary corporation, by a corporation issuing or
assuming  a  common stock option in a transaction to which Section 424(a) of the
Code,  applies,  or  by  a  parent or subsidiary corporation of such corporation
issuing  or  assuming  a  stock  option  (and  for  this  purpose,  the  phrase
"corporation  issuing  or  assuming a stock option" shall be substituted for the
word  "Company"  in  the  definitions  of  parent  and  subsidiary  corporations
specified  in  Paragraph  5 of this Plan, and the parent-subsidiary relationship
shall  be  determined  at  the time of the corporate action described in Section
424(a)  of  the  Code).

          14.     Requirements  of  Law.  The  Company  shall not be required to
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sell  or  issue any shares under any Option if the issuance of such shares shall
constitute  a  violation by the Optionee or the Company of any provisions of any
law or regulation of any governmental authority.  Each Option granted under this
Plan  shall  be  subject  to  the requirement that, if at any time the Committee
shall  determine  that  the listing, registration or qualification of the shares
subject  thereto  upon any securities exchange or under any state or federal law
of  the  United  States  or  of  any  other  country or governmental subdivision
thereof,  or  the  consent  or approval of any governmental, regulatory body, or
investment  or  other  representations, are necessary or desirable in connection
with  the  issue  or  purchase  of shares subject thereto, no such Option may be
exercised  in whole or in part unless such listing, registration, qualification,
consent, approval or representation shall have been effected or obtained free of
any  conditions  not  acceptable  to  the  Committee.  In  connection  with  any
applicable  statute  or  regulation  relating to the registration of securities,
upon  exercise  of  any  Option,  the Company shall not be required to issue any
Stock  unless  the  Committee  has  received  evidence satisfactory to it to the
effect  that  the  holder  of  that Option will not transfer the Stock except in
accordance  with  applicable  law,  including,  receipt of an opinion of counsel
satisfactory  to  the  Company to the effect that any proposed transfer complies
with  applicable law.  Any determination by the Committee on these matters shall
be  final, binding and conclusive.  In the event the shares issuable on exercise
of an Option are not registered under applicable securities laws of any country,
or any political subdivision the Company may imprint on the certificate for such
shares  the  following  legend or any other legend which counsel for the Company
considers  necessary  or  advisable  to  comply  with  applicable  law:

"The  shares  of  stock represented by this certificate have not been registered
under  the  Securities Act of 1933 or under the securities laws of any state and
may  not be sold or transferred except upon such registration or upon receipt by
the  Company  of  an opinion of counsel satisfactory to the Company, in form and
substance  satisfactory  to  the  Company, that registration is not required for
such  sale  or  transfer."

          The  Company  may, but shall in no event be obligated to, register any
securities  covered hereby pursuant to applicable securities laws of any country
or  any political subdivision (as now in effect or as hereafter amended) and, in
the  event  any  shares  are so registered, the Company may remove any legend on
certificates  representing  such  shares.  The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an Option or
the  issuance of shares pursuant thereto to comply with any law or regulation or
any  governmental  authority.

          15.     No  Rights as Stockholder.  No Optionee shall have rights as a
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stockholder  with  respect  to  shares  covered  by his Option until the date of
issuance  of  a  stock  certificate  for  such  shares; and, except as otherwise
provided  in  Paragraph  17  hereof,  no adjustment for dividends, or otherwise,
shall  be  made  if the record date therefor is prior to the date of issuance of
such  certificate.


<PAGE>
          16.     Employment  or  Affiliation  Obligation.  The  granting of any
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Option  shall  not impose upon the Company any obligation to employ or affiliate
with  or continue to employ or affiliate with any Optionee; and the right of the
Company  to  terminate the employment or affiliation of any officer, employee or
other  individual shall not be diminished or affected by reason of the fact that
an  Option  has  been  granted  to  him.

          17.     Changes  in the Company's Capital Structure.  The existence of
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outstanding  Options  shall  not  affect  in  any  way the right or power of the
Company  or  its  stockholders  to  make  or  authorize  any or all adjustments,
recapitalizations,  reorganizations  or  other  changes in the Company's capital
structure  or  its business, or any transfer or consolidation of the Company, or
any  issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting  the Stock or the rights thereof, or the dissolution or liquidation of
the  Company,  or  any  sale  or  transfer  of  all or any part of its assets or
business,  or  any  other  corporate  act  or  proceeding,  whether of a similar
character  or  otherwise.

          If  the  Company shall effect a subdivision or consolidation of shares
or  other  capital  readjustment,  the  payment  of  a  stock dividend, or other
increase  or  reduction  of  the  number of shares of Stock outstanding, without
receiving  compensation  therefore  in money, services or property, then (a) the
number,  class  and  per  share  price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an  Optionee  to receive upon exercise of an Option, for the same aggregate cash
consideration,  the same total number and class or classes of shares as he would
have received had he exercised his Option in full immediately prior to the event
requiring the adjustment, disregarding any fractional shares; and (b) the number
and class of shares then reserved for issuance under this Plan shall be adjusted
by  substituting for the total number and class of shares of stock then reserved
for  the  number  and  class  or classes of shares of stock that would have been
received  by  the owner of an equal number of outstanding shares of Stock as the
result  of  the  event  requiring  the  adjustment,  disregarding any fractional
shares.

          If  the  Company  merges  or  consolidates  with  another corporation,
whether  or  not  the  Company  is a surviving corporation, or if the Company is
liquidated  or sells or otherwise disposes of substantially all its assets while
unexercised  Options  remain outstanding under this Plan, or if any "person" (as
that  term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act)
is or becomes the beneficial owner, directly or indirectly, of securities of the
Company  representing  greater  than  50%  of  the  combined voting power of the
Company's  then  outstanding  securities (i) subject to the provisions of clause
(iii)  below,  after  the  effective  date  of  such  merger,  consolidation,
liquidation,  sale  or  other disposition, or change in beneficial ownership, as
the  case  may  be, each holder of an outstanding Option shall be entitled, upon
exercise  of such Option, to receive, in lieu of shares of Stock, the number and
class  or  classes  of  shares  of such stock or other securities or property to
which such holder would have been entitled if, immediately prior to such merger,
consolidation,  liquidation,  sale or other disposition, or change in beneficial
ownership,  such  holder  had been the holder of record of a number of shares of
Stock  equal  to  the number of shares as to which such Option may be exercised;
(ii)  the  Board  of Directors may waive any limitations set forth in or imposed
pursuant  hereto  so  that  all  Options,  from  and  after  a date prior to the
effective  date  of  such  merger,  consolidation,  liquidation,  sale  or other
disposition, or change in beneficial ownership, as the case may be, specified by
the  Board of Directors, shall be exercisable in full; and (iii) all outstanding
Options  may  be  canceled by the Board of Directors as of the effective date of
any such merger, consolidation, liquidation, sale or other disposition or change
in  beneficial  ownership.

          Except as hereinbefore expressly provided, the issue by the Company of
shares  of stock of any class, or securities convertible into shares of stock of
any  class,  for  cash  or property, or for labor or services either upon direct
sale  or  upon the exercise of rights or warrants to subscribe therefor, or upon
conversion  of  shares or obligations of the Company convertible into sub shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be  made with respect to, the number or price of shares of Stock then subject to
outstanding  Options.

          Notwithstanding anything contained in the Plan or any Option agreement
to  the  contrary,  in the event of a transaction described in this Paragraph 17
which is also intended to be treated as a "pooling of interests" under generally
accepted  accounting  principles, the Committee shall take such actions, if any,
as  are  specifically  recommended by an independent accounting firm retained by
the  Company  to  the  extent  reasonably  necessary in order to assure that the
transaction will qualify as such, including but not limited to (i) deferring the
vesting,  exercise,  payment, settlement or lapsing of restrictions with respect
to  any  Option, (ii) providing that the payment or settlement in respect of any
Option be made in the form of cash, shares of Stock or securities of a successor
or  acquirer  of  the  Company,  or  a  combination  of the foregoing, and (iii)
providing for the extension of the term of any Option to the extent necessary to
accommodate  the  foregoing,  but  not beyond the maximum term permitted for any
Option.

          18.     Substitution  Options.  Options may be granted under this Plan
                  ---------------------
from  time  to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose employer
is  about  to become a parent or subsidiary corporation, conditioned in the case
of  an  incentive  stock  option  upon  the employee becoming an employee as the
result  of a merger or consolidation of the Company with another corporation, or
the  acquisition  by  the  Company  of  substantially  all the assets of another
corporation, or the acquisition by the Company of at least 50% of the issued and
outstanding  stock  of  another  corporation as the result of which it becomes a
subsidiary of the Company. The terms and conditions of the substitute Options so


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granted  may  vary  from the terms and conditions set forth in this Plan to such
extent  as  the  Board of Directors of the Company at the time of grant may deem
appropriate  to  conform,  in  whole  or in part, to the provisions of the stock
options  in  substitution  for which they are granted, but with respect to stock
options which are incentive stock options, no such variation shall be such as to
affect  the  status of any such substitute option as an "incentive stock option"
under  Section  422  of  the  Code.

          19.     Amendment or Termination of Plan.  The Board  of Directors may
                  --------------------------------
modify, revise or terminate this Plan at any time and from time to time, subject
to  the  approval  of  the  Company's  stockholders  to  the  extent required by
applicable  laws,  regulations  or  rules.  All  Options ;ranted under this Plan
shall  be  subject  to  the terms and provisions of this Plan and any amendment,
modification or revision of this Plan shall be deemed to amend, modify or revise
all  Options  outstanding  under  this  Plan  at  the  time  of  such amendment,
modification  or revision. In the event this Plan is terminated by action of the
Board  of  Directors, all Options outstanding under this Plan may be terminated.

          20.     Written  Agreement.  Each  Option  granted  hereunder shall be
                  ------------------
embodied  in  a  written  agreement,  which  shall  be  subject to the terms and
conditions  prescribed  above,  and  shall  be  signed by the Optionee and by an
officer  of  the  Company  on  behalf of the Committee and the Company.  Such an
Option  agreement  shall  contain  such other provisions as the Committee in its
discretion  shall  deem  advisable  which are not inconsistent with the terms of
this  Plan,  including  without  limitation  transfer  restrictions,  repurchase
rights,  rights  of  first  refusal,  non-compete,  non-solicitation  and
confidentiality covenants, forfeiture provisions, representations and warranties
of  the  Optionee  and  provisions  to  ensure  compliance with applicable laws,
regulations  and  rules.

          21.     Indemnification  of  the Committee and the Board of Directors.
                  --------------------------------------------------------------
The  Company will, to the fullest extent permitted by law, indemnify, defend and
hold  harmless any person who at any time is a party or is threatened to be made
a  party  to  any  threatened,  pending  or completed action, suit or proceeding
(whether  civil,  criminal, administrative or investigative) in any way relating
to  or  arising  out  of this Plan or any Option or Options granted hereunder by
reason  of  the  fact  that  such person is or was at any time a director of the
Company  or  a  member  of  the  Committee  against judgments, fines, penalties,
settlements and reasonable expenses (including attorneys fees) actually incurred
by  such  person in connection with such action, suit or proceeding.  This right
of  indemnification  will  inure  to  the  benefit  of  the heirs, executors and
administrators  of  each  such  person and is in addition to all other rights to
which  such person may be entitled by virtue of the by-laws of the Company or as
a  matter  of  law,  contract  or  otherwise.

          22.     No  Rights  as Stockholder.  No Optionee shall have any rights
                  --------------------------
as  a  stockholder  with respect to stock covered by his Option until the date a
stock  certificate  is  issued  for  the  Stock.

          23.     Gender.  If  the  context  requires,  words of one gender when
                  ------
used  in  This  Plan  shall include the others and words used in the singular or
plural  shall  include  the  other.

          24.     Headings.  Headings  of  Sections are included for convenience
                  --------
of  reference only and do not constitute part of this Plan and shall not be used
in  construing  the  terms  of  this  Plan.

          25.     Other  Options.  The  grant of an Option shall not confer upon
                  --------------
an  Optionee  the  right  to receive any future or other Option under this Plan,
whether  or  not  Options may be granted to similarly situated Optionees, or the
right  to receive future Options upon the same terms or conditions as previously
granted.

          26.     Arbitration  of  Disputes.  Any  controversy arising out of or
                  -------------------------
relating  to  this  Plan or an Option Agreement shall be resolved by arbitration
conducted  pursuant  to  the  arbitration  rules  of  the  American  Arbitration
Association.  The  arbitration  shall  be  final  and  binding  on  the parties.

          27.     Governing  Law.  The  provisions  of  this  Plan  shall  be
                  --------------
construed,  administered,  and governed under the laws of the State of Delaware.


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          28.     Effective Date.  This Plan shall become effective and shall be
                  --------------
deemed  to have been adopted on March 2, 2000 if within one year of that date it
shall  have  been approved by the requisite holders of the outstanding shares of
voting  stock  of  the  Company  under  the provisions of the corporate charter,
by-laws  or  applicable  law.  No options shall be granted pursuant to this Plan
after  March  1,  2010.

          Adopted  by  the Board of Directors on the 2nd day of March, 2000, and
approved  by  the  stockholders  on  the  2nd  day  of  June,  2000.


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