ex4_3.htm


    
      
        

      
Exhibit 4.3


    
       

      OcuSense,
Inc,

       

      2003

      Stock
Option Plan

       

      Index

      
        
          
            

          



      

       

      
        	
                 
      

              	
                1.

              	
                2003 Stock Option/Stock
      Issuance Plan;

              


      

       

      
        	
                 
      

              	
                2.

              	
                Notice
      of Grant of Stock Option;

              


      

       

      
        	
                 
      

              	
                3.

              	
                Notice
      of Grant of Stock Option (Non-Exempt
Employee);

              


      

       

      
        	
                 
      

              	
                4.

              	
                Stock
      Option Agreement;

              


      

       

      
        	
                 
      

              	
                5.

              	
                Addendum
      to Stock Option Agreement;

              


      

       

      
        	
                 
      

              	
                6.

              	
                Stock
      Purchase Agreement;

              


      

       

      
        	
                 
      

              	
                7.

              	
                Addendum
      to Stock Purchase Agreement;

              


      

       

      
        	
                 
      

              	
                8.

              	
                Stock
      Issuance Agreement

              


      

       

      
        	
                 
      

              	
                9

              	
                Addendum
      to Stock Issuance Agreement

              


      


      
        
           


        

        
          - 1
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      OCUSENSE,
INC.

      2003
STOCK OPTION/STOCK ISSUANCE PLAN

       

      ARTICLE
ONE

       

      GENERAL
PROVISIONS

       

      
        	
                 
      

              	
                I.

              	
                PURPOSE OF THE
      PLAN

              


      

       

      This 2003
Stock Option/Stock Issuance Plan is intended to promote the interests of
OcuSense, Inc., a Delaware corporation, by providing eligible persons in the
Corporation's employ or service with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to continue in such employ or service.

       

      Capitalized
terms herein shall have the meanings assigned to such terms in the attached
Appendix.

       

      
        	
                 
      

              	
                II.

              	
                STRUCTURE OF THE
      PLAN

              


      

       

      A.           
The Plan shall be divided into two (2) separate equity programs:

       

      (i)    
the Option Grant Program under which eligible persons may, at the discretion of
the Plan Administrator, be granted options to purchase shares of Common Stock,
and

       

      (ii)    the
Stock Issuance Program under which eligible persons may, at the discretion of
the Plan Administrator, be issued shares of Common Stock directly, either
through the immediate purchase of such shares or as a bonus for services
rendered the Corporation (or any Parent or Subsidiary).

       

      B.           
The provisions of Articles One and Four shall apply to both equity programs
under the Plan and shall accordingly govern the interests of all persons under
the Plan.

       

      
        	
                 
      

              	
                III.

              	
                ADMINISTRATION OF THE
      PLAN

              


      

       

      A.           
The Plan shall be administered by the Board.  However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee.  Members of the Committee shall serve for such period
of time as the Board may determine and shall be subject to removal by the Board
at any time.  The Board may also at any time terminate the functions
of the Committee and reassume all powers and authority previously delegated to
the Committee.


      
        
           


        

        
          - 2
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      B.           
The Plan Administrator shall have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable.  Decisions of the Plan Administrator shall be final and
binding on all parties who have an interest in the Plan or any option or stock
issuance thereunder.

       

      IV.           ELIGIBILITY

       

      A.           
The persons eligible to participate in the Plan are as follows:

       

      (i)    
Employees,

       

      (ii)   
non-employee members of the Board or the non-employee members of the board of
directors of any Parent or Subsidiary, and

       

      (iii)  
consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).

       

      B.           
The Plan Administrator shall have full authority to determine, (i) with
respect to the grants made under the Option Grant Program, which eligible
persons are to receive the option grants, the time or times when those grants
are to be made, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times when each option is to become exercisable, the vesting
schedule (if any) applicable to the option shares and the maximum term for which
the option is to remain outstanding, and (ii) with respect to stock
issuances made under the Stock Issuance Program, which eligible persons are to
receive such stock issuances, the time or times when those issuances are to be
made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration to be
paid by the Participant for such shares.

       

      C.           
The Plan Administrator shall have the absolute discretion either to grant
options in accordance with the Option Grant Program or to effect stock issuances
in accordance with the Stock Issuance Program.

       

      V.           STOCK SUBJECT TO THE
PLAN

       

      A.           
The stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock.  The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 130,000
shares.

       

      B.           
Shares of Common Stock subject to outstanding options shall be available for
subsequent issuance under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of
Article Two.  Unvested shares issued under the Plan and
subsequently repurchased by the Corporation, at a price per share not greater
than the option exercise or direct issue price paid per share, pursuant to the
Corporation's repurchase rights under the Plan shall be added back to the number
of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent option
grants or direct stock issuances under the Plan.


      
        
           


        

        
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       C.           
Should any change be made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made to
(i) the maximum number and/or class of securities issuable under the Plan
and (ii) the number and/or class of securities and the exercise price per
share in effect under each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.  In no event
shall any such adjustments be made in connection with the conversion of one or
more outstanding shares of the Corporation's preferred stock into shares of
Common Stock.


      
        
           


        

        
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      ARTICLE
TWO

       

      OPTION GRANT
PROGRAM

       

      
        	
                 
      

              	
                I.

              	
                OPTION
    TERMS

              


      

       

      Each
option shall be evidenced by one or more documents in the form approved by the
Plan Administrator; provided, however, that each such document shall comply with
the terms specified below.  Each document evidencing an Incentive
Option shall, in addition, be subject to the provisions of the Plan applicable
to such options.

       

      A.           
Exercise
Price.

       

      1.           The
exercise price per share shall be fixed by the Plan Administrator in accordance
with the following provisions:

       

       
(i)       The exercise price per share shall not
be less than eighty-five percent (85%) of the Fair Market Value per share of
Common Stock on the option grant date.

       

        (ii)     
If the person to whom the option is granted is a 10% Shareholder, then the
exercise price per share shall not be less than one hundred ten percent (110%)
of the Fair Market Value per share of Common Stock on the option grant
date.

       

      2.           The
exercise price shall become immediately due upon exercise of the option and
shall, subject to the provisions of Section I of Article Four and the
documents evidencing the option, be payable in cash or check made payable to the
Corporation.  Should the Common Stock be registered under
Section 12 of the 1934 Act at the time the option is exercised, then the
exercise price may also be paid as follows:

       

       
(i)       in shares of Common Stock held for the
requisite period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the Exercise
Date, or

       

       
(ii)      to the extent the option is exercised for
vested shares, through a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable instructions (A) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (B) to the Corporation to
deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale.

       

      Except to
the extent such sale and remittance procedure is utilized, payment of the
exercise price for the purchased shares must be made on the Exercise
Date.


      
        
           


        

        
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      B.            
Exercise
and Term of Options.  Each option shall be exercisable at such
time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option grant.  However, no option shall have a term in excess
often (10) years measured from the option grant date.

       

      C.            
Effect of
Termination of Service.

       

      1.           The
following provisions shall govern the exercise of any options held by the
Optionee at the time of cessation of Service or death:

       

       
(i)      Should the Optionee cease to remain in
Service for any reason other than death, Disability or Misconduct, then the
Optionee shall have a period of three (3) months following the date of such
cessation of Service during which to exercise each outstanding option held by
such Optionee.

       

       
(ii)      Should Optionee's Service terminate by reason
of Disability, then the Optionee shall have a period of twelve (12) months
following the date of such cessation of Service during which to exercise each
outstanding option held by such Optionee.

       

       
(iii)     If the Optionee dies while holding an outstanding
option, then the personal representative of his or her estate or the person or
persons to whom the option is transferred pursuant to the Optionee's will or the
laws of inheritance or the Optionee's designated beneficiary or beneficiaries of
that option shall have a twelve (12)-month period following the date of the
Optionee's death to exercise such option.  Under no circumstances,
however, shall any such option be exercisable after the specified expiration of
the option term.

       

       
(iv)    During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of vested
shares for which the option is exercisable on the date of the Optionee's
cessation of Service.  Upon the expiration of the applicable exercise
period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any vested shares for which the option
has not been exercised.  However, the option shall, immediately upon
the Optionee's cessation of Service, terminate and cease to be outstanding with
respect to any and all option shares for which the option is not otherwise at
the time exercisable or in which the Optionee is not otherwise at that time
vested.

       

      2.           Should
Optionee's Service be terminated for Misconduct or should Optionee otherwise
engage in Misconduct while holding one or more outstanding options under the
Plan, then all those options shall terminate immediately and cease to remain
outstanding.  The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

       

       
(i)      extend the period of time for which the
option is to remain exercisable following Optionee's cessation of Service or
death from the limited period otherwise in effect for that option to such
greater period of time as the Plan Administrator shall deem appropriate, but in
no event beyond the expiration of the option term, and/or


      
        
           


        

        
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(ii)     permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the number of
vested shares of Common Stock for which such option is exercisable at the time
of the Optionee's cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the option
had the Optionee continued in Service.

       

      D.            Shareholder
Rights.  The holder of an option shall have no shareholder
rights with respect to the shares subject to the option until such person shall
have exercised the option, paid the exercise price and become the holder of
record of the purchased shares.

       

      E.            
Unvested
Shares.  The Plan Administrator shall have the discretion to
grant options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase any or all of those
unvested shares at a price per share equal to the lower of (i) the exercise
price paid per share or (ii) the Fair Market Value per share of Common
Stock at the time of Optionee's cessation of Service.  The terms upon
which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the
document evidencing such repurchase right.  The Plan Administrator may
not impose a vesting schedule upon any option grant or the shares of Common
Stock subject to that option which is more restrictive than twenty percent (20%)
per year vesting, with the initial vesting to occur not later than one (1) year
after the option grant date.  However, such limitation shall not be
applicable to any option grants made to individuals who are officers of the
Corporation, non-employee Board members or independent consultants.

       

      F.            
First
Refusal Rights.  Until such time as the Common Stock is first
registered under Section 12 of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the Optionee
(or any successor in interest) of any shares of Common Stock issued under the
Plan.  Such right of first refusal shall be exercisable in accordance
with the terms established by the Plan Administrator and set forth in the
document evidencing such right.

       

      G.            
Limited
Transferability of Options.  An Incentive Stock Option shall be
exercisable only by the Optionee during his or her lifetime and shall not be
assignable or transferable other than by will or by the laws of inheritance
following the Optionee's death.  A Non-Statutory Option may be
assigned in whole or in part during the Optionee's lifetime to one or more
members of the Optionee's family or to a trust established exclusively for one
or more such family members or to Optionee's former spouse, to the extent such
assignment is in connection with the Optionee's estate plan or pursuant to a
domestic relations order.  The assigned portion may only be exercised
by the person or persons who acquire a proprietary interest in the Non-Statutory
Option pursuant to the assignment.  The terms applicable to the
assigned portion shall be the same as those in effect for the option immediately
prior to such assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem
appropriate.  Notwithstanding the foregoing, the Optionee may also
designate one or more persons as the beneficiary or beneficiaries of his or her
outstanding options under the Plan, and those options shall, in accordance with
such designation, automatically be transferred to such beneficiary or
beneficiaries upon the Optionee's death while holding those
options.  Such beneficiary or beneficiaries shall take the transferred
options subject to all the terms and conditions of the applicable agreement
evidencing each such transferred option, including (without limitation) the
limited time period during which the option may be exercised following the
Optionee's death.


      
        
           


        

        
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      H.            Withholding.  The
Corporation's obligation to deliver shares of Common Stock upon the exercise of
any options granted under the Plan shall be subject to the satisfaction of all
applicable Federal, state and local income and employment tax withholding
requirements.

       

      
        	
                 
      

              	
                II.

              	
                INCENTIVE
      OPTIONS

              


      

       

      The terms
specified below shall be applicable to all Incentive Options.  Except
as modified by the provisions of this Section n, all the provisions of the
Plan shall be applicable to Incentive Options.  Options which are
specifically designated as Non-Statutory Options shall not be subject to the
terms of this Section II.

       

      A.           
Eligibility.  Incentive
Options may only be granted to Employees.

       

      B.            Exercise
Price.  The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

       

      C.           
Dollar
Limitation.  The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000).  To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

       

      D.           
10%
Shareholder.  If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, then the option term shall not exceed five (5)
years measured from the option grant date.

       

      
        	
                 
      

              	
                III.

              	
                CHANGE IN
      CONTROL

              


      

       

      A.           
The shares subject to each option outstanding under the Plan at the time of a
Change in Control shall automatically vest in full so that each such option
shall, immediately prior to the effective date of the Change in Control, become
exercisable for all of the shares of Common Stock at the time subject to that
option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock.  However, the shares subject to an outstanding
option shall not vest on
such an accelerated basis if and to the extent: (i) such option is assumed
by the successor corporation (or parent thereof) or otherwise continued in
full force and effect pursuant to the terms of the Change in Control transaction
and any repurchase rights of the Corporation with respect to the unvested option
shares are concurrently assigned to such successor corporation (or parent
thereof) or otherwise continued in effect or (ii) such option is to be
replaced with a cash incentive program of the Corporation or any successor
corporation which preserves the spread existing on the unvested option shares at
the time of the Change in Control and provides for subsequent payout of that
spread in accordance with the same vesting schedule applicable to those unvested
option shares or (iii) the acceleration of such option is subject to other
limitations imposed by the Plan Administrator at the time of the option
grant.


      
        
           


        

        
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      B.           
All outstanding repurchase rights shall also terminate automatically, and the
shares of Common Stock subject to those terminated rights shall immediately vest
in full, in the event of any Change in Control, except to the extent:
(i) those repurchase rights are assigned to the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to
the terms of the Change in Control transaction or (ii) such accelerated
vesting is precluded by other limitations imposed by the Plan Administrator at
the time the repurchase right is issued.

       

      C.           
 Immediately following the consummation of the Change in Control, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or
otherwise continued in effect pursuant to the terms of the Change in Control
transaction.

       

      D.            
Each option which is assumed in connection with a Change in Control or otherwise
continued in effect shall be appropriately adjusted, immediately after such
Change in Control, to apply to the number and class of securities which would
have been issuable to the Optionee in consummation of such Change in Control,
had the option been exercised immediately prior to such Change in
Control.  Appropriate adjustments shall also be made to (i) the
number and class of securities available for issuance under the Plan following
the consummation of such Change in Control and (ii) the exercise price
payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the
same.  To the extent the actual holders of the Corporation's
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation may, in
connection with the assumption of the outstanding options under this Plan,
substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such
Change in Control.

       

      E.           
 The Plan Administrator shall have the discretion, exercisable either at
the time the option is granted or at any time while the option remains
outstanding, to structure one or more options so that those options shall
automatically accelerate and vest in full (and any repurchase rights of the
Corporation with respect to the unvested shares subject to those options shall
immediately terminate) upon the occurrence of a Change in Control, whether
or not those options are to be assumed in the Change in Control or otherwise
continued in effect.

       

      F.           
 The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure such option so that the shares subject
to that option will automatically vest on an accelerated basis should the
Optionee's Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Change in Control in which the option is assumed or otherwise
continued in effect and the repurchase rights applicable to those shares do not
otherwise terminate. Any option so accelerated shall remain exercisable for the
fully-vested option shares until the expiration or sooner termination of the
option term.  In addition, the Plan Administrator may provide that one
or more of the Corporation's outstanding repurchase rights with respect to
shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.


      
        
           


        

        
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      G.            
The portion of any Incentive Option accelerated in connection with a Change in
Control shall remain exercisable as an Incentive Option only to the extent the
applicable One Hundred Thousand Dollar ($100,000) limitation is not
exceeded.  To the extent such dollar limitation is exceeded, the
accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

       

      H.           
 The grant of options under the Plan shall in no way affect the right of
the Corporation 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.

       

      
        	
                 
      

              	
                IV.

              	
                CANCELLATION AND REGRANT OF
      OPTIONS

              


      

       

      The Plan
Administrator shall have the authority to effect, at any time and from time to
time, with the consent of the affected option holders, the cancellation of any
or all outstanding options under the Plan and to grant in substitution therefor
new options covering the same or different number of shares of Common Stock but
with an exercise price per share based on the Fair Market Value per share of
Common Stock on the new option grant date.


      
        
           


        

        
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      ARTICLE
THREE

       

      STOCK ISSUANCE
PROGRAM

       

      
        	
                 
      

              	
                I.

              	
                STOCK ISSUANCE
      TERMS

              


      

       

      Shares of
Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening option grants.  Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies
with the terms specified below.

       

      
        	
                 
      

              	
                A.

              	
                Purchase
      Price.

              


      

       

      1.           The
purchase price per share shall be fixed by the Plan Administrator but shall not
be less than eighty-five percent (85%) of the Fair Market Value per share of
Common Stock on the issue date.  However, the purchase price per share
of Common Stock issued to a 10% Shareholder shall not be less than one hundred
percent (100%) of such Fair Market Value.

       

      2.           Subject
to the provisions of Section I of Article Four, shares of Common Stock
may be issued under the Stock Issuance Program for any of the following items of
consideration which the Plan Administrator may deem appropriate in each
individual instance:

       

       
(i)       cash or check made payable to the
Corporation, or

       

       
(ii)      past services rendered to the Corporation (or
any Parent or Subsidiary).

       

      
        	
                 
      

              	
                B.

              	
                Vesting
      Provisions.

              


      

       

      1.           Shares
of Common Stock issued under the Stock Issuance Program may, in the discretion
of the Plan Administrator, be fully and immediately vested upon issuance or may
vest in one or more installments over the Participant's period of Service or
upon attainment of specified performance objectives.  However, the
Plan Administrator may not impose a vesting schedule upon any stock issuance
effected under the Stock Issuance Program which is more restrictive than twenty
percent (20%) per year vesting, with initial vesting to occur not later than one
(1) year after the issuance date.  Such limitation shall not apply to
any Common Stock issuances made to the officers of the Corporation, non-employee
Board members or independent consultants.

       

      2.           Any
new, substituted or additional securities or other property (including money
paid other than as a regular cash dividend) which the Participant may have
the right to receive with respect to the Participant's unvested shares of Common
Stock by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting requirements
applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.


      
        
           


        

        
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      3.           The
Participant shall have full shareholder rights with respect to any shares of
Common Stock issued to the Participant under the Stock Issuance Program, whether
or not the Participant's interest in those shares is
vested.  Accordingly, the Participant shall have the right to vote
such shares and to receive any regular cash dividends paid on such
shares.

       

      4.           Should
the Participant cease to remain in Service while holding one or more unvested
shares of Common Stock issued under the Stock Issuance Program or should the
performance objectives not be attained with respect to one or more such unvested
shares of Common Stock, then those shares shall be immediately surrendered to
the Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares.  To the extent the
surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant's purchase-money
indebtedness), the Corporation shall repay to the Participant the lower of (i) the cash
consideration paid for the surrendered shares or (ii) the Fair Market Value
of those shares at the time of Participant's cessation of Service and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to such surrendered shares by the applicable clause
(i) or (ii) amount.

       

      5.           The
Plan Administrator may in its discretion waive the surrender and cancellation of
one or more unvested shares of Common Stock (or other assets attributable
thereto) which would otherwise occur upon the non-completion of the vesting
schedule applicable to such shares.  Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver applies.  Such waiver may be effected at any time,
whether before or after the Participant's cessation of Service or the attainment
or non-attainment of the applicable performance objectives.

       

      C.            
First
Refusal Rights.  Until such time as the Common Stock is first
registered under Section 12 of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program.  Such right of first refusal shall
be exercisable in accordance with the terms established by the Plan
Administrator and set forth in the document evidencing such right.

       

      
        	
                 
      

              	
                II.

              	
                CHANGE IN
      CONTROL

              


      

       

      A.           
Upon the occurrence of a Change in Control, all outstanding repurchase rights
under the Stock Issuance Program shall terminate automatically, and the shares
of Common Stock subject to those terminated rights shall immediately vest in
full, except to the extent: (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by
the Plan Administrator at the time the repurchase right is
issued.


      
        
           


        

        
          - 12
-

          
            

          

        

        
           


        

      

       

      B.           
The Plan Administrator shall have the discretionary authority, exercisable
either at the time the unvested shares are issued or any time while the
Corporation's repurchase rights with respect to those shares remain outstanding,
to provide that those rights shall automatically terminate on an accelerated
basis, and the shares of Common Stock subject to those terminated rights shall
immediately vest, in the event the Participant's Service should subsequently
terminate by reason of an Involuntary Termination within a designated period
(not to exceed eighteen (18) months) following the effective date of any Change
in Control in which those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continued in full force and
effect.

       

      
        	
                 
      

              	
                III.

              	
                SHARE
      ESCROW/LEGENDS

              


      

       

      Unvested
shares may, in the Plan Administrator's discretion, be held in escrow by the
Corporation until the Participant's interest in such shares vests or may be
issued directly to the Participant with restrictive legends on the certificates
evidencing those unvested shares.


      
        
           


        

        
          - 13
-

          
            

          

        

        
           


        

      

       

      ARTICLE
FOUR

       

      MISCELLANEOUS

       

      
        	
                 
      

              	
                I.

              	
                FINANCING

              


      

       

      The Plan
Administrator may permit any Optionee or Participant to pay the option exercise
price under the Option Grant Program or the purchase price for shares issued
under the Stock Issuance Program by delivering a full-recourse promissory note
payable in one or more installments which bears interest at a market rate and is
secured by the purchased shares.  However, any promissory note
delivered by a consultant must be secured by collateral in addition to the
purchased shares of Common Stock.  In no event may the maximum credit
available to the Optionee or Participant exceed the sum of (i) the
aggregate option exercise price or purchase price payable for the purchased
shares plus (ii) any applicable income and employment tax liability
incurred by the Optionee or the Participant in connection with the option
exercise or share purchase.

       

      
        	
                 
      

              	
                II.

              	
                EFFECTIVE DATE AND TERM OF
      PLAN

              


      

       

      A.           
The Plan became effective upon its adoption by the Board on January 8,
2003, but no option granted under the Plan may be exercised, and no shares shall
be issued under the Plan, until the Plan is approved by the Corporation's
shareholders.  If such shareholder approval is not obtained within
twelve (12) months after the date of the Board's adoption of the Plan, then all
options previously granted under the Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.  Subject to such limitation, the Plan
Administrator may grant options and issue shares under the Plan at any time
after the effective date of the Plan and before the date fixed herein for
termination of the Plan.

       

      B.           
The Plan shall terminate upon the earliest of
(i) January 7, 2013, (ii) the date on which all shares available
for issuance under the Plan shall have been issued as vested shares or
(iii) the termination of all outstanding options in connection with a
Change in Control.  All options and unvested stock issuances
outstanding at the time of a clause (i) termination event shall continue to
have full force and effect in accordance with the provisions of the documents
evidencing those options or issuances.

       

      
        	
                 
      

              	
                III.

              	
                AMENDMENT OF THE
      PLAN

              


      

       

      A.           
The Board shall have complete and exclusive power and authority to amend or
modify the Plan in any or all respects.  However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification.  In addition, certain amendments may require shareholder
approval pursuant to applicable laws and regulations.


      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      

       

      B.           
 Options may be granted under the Option Grant Program and shares may be
issued under the Stock Issuance Program which are in each instance in excess of
the number of shares of Common Stock then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan.  If such stockholder approval is not obtained within twelve (12)
months after the date the first such excess grants or issuances are made, then
(i) any unexercised options granted on the basis of such excess shares
shall terminate and cease to be outstanding and (ii) the Corporation shall
promptly refund to the Optionees and the Participants the exercise or purchase
price paid for any excess shares issued under the Plan and held in escrow,
together with interest (at the applicable Short Term Federal Rate) for the
period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

       

      
        	
                 
      

              	
                IV.

              	
                USE OF
      PROCEEDS

              


      

       

      Any cash
proceeds received by the Corporation from the sale of shares of Common Stock
under the Plan shall be used for general corporate purposes.

       

      
        	
                 
      

              	
                V.

              	
                WITHHOLDING

              


      

       

      The
Corporation's obligation to deliver shares of Common Stock upon the exercise of
any options granted under the Plan or upon the issuance or vesting of any shares
issued under the Plan shall be subject to the satisfaction of all applicable
income and employment tax withholding requirements.

       

      
        	
                 
      

              	
                VI.

              	
                REGULATORY
      APPROVALS

              


      

       

      The
implementation of the Plan, the granting of any options under the Plan and the
issuance of any shares of Common Stock (i) upon the exercise of any option
or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.

       

      
        	
                 
      

              	
                VII.

              	
                NO EMPLOYMENT OR SERVICE
      RIGHTS

              


      

       

      Nothing
in the Plan shall confer upon the Optionee or the Participant any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee or the
Participant, which rights are hereby expressly reserved by each, to terminate
such person's Service at any time for any reason, with or without
cause.

       

      
        	
                 
      

              	
                VIII.

              	
                FINANCIAL
      REPORTS

              


      

       

      The
Corporation shall deliver a balance sheet and an income statement at least
annually to each individual holding an outstanding option under the Plan, unless
such individual is a key Employee whose duties in connection with the
Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.


      
        
           


        

        
          - 15
-

          
            

          

        

        
           


        

      

       

      APPENDIX

       

      The
following definitions shall be in effect under the Plan:

       

      A.           
Board
shall mean the Corporation's Board of Directors.

       

      B.            
Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

       

       (i)     
a merger, consolidation or other reorganization approved by the Corporation's
stockholders, unless securities representing more than fifty percent (50%) of
the total combined voting power of the voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the Corporation's outstanding voting securities immediately
prior to such transaction, or

       

       (ii)     a
stockholder-approved sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of the
Corporation, or

       

       (iii)   
the acquisition, directly or indirectly by any person or related group of
persons (other man the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders.

       

      In no
event shall any public offering of the Corporation's securities be deemed to
constitute a Change in Control.

       

      A.           
Code
shall mean the Internal Revenue Code of 1986, as amended.

       

      B.            Committee
shall mean a committee of two (2) or more Board members appointed by the Board
to exercise one or more administrative functions under the Plan.

       

      C.            
Common
Stock shall mean the Corporation's common stock.

       

      D.            
Corporation
shall mean OcuSense, Inc., a Delaware corporation, and any successor corporation
to all or substantially all of the assets or voting stock of OcuSense, Inc.
which shall by appropriate action adopt the Plan.

       

      E.            
Disability
shall mean the inability of the Optionee or the Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis
of such medical evidence as the Plan Administrator deems warranted under the
circumstances.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      F.            
Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of
performance.

       

      G.            
Exercise
Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.

       

      H.            
Fair
Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

       

       (i)      If
the Common Stock is at the time traded on the Nasdaq National Market, then the
Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as such price is reported by the National Association
of Securities Dealers on the Nasdaq National Market and published in The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

       (ii)    
(ii) If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange and
published in The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

       (iii)   
If the Common Stock is at the time neither listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

       

      I.            
 Incentive
Option shall mean an option which satisfies the requirements of Code
Section 422.

       

      J.             
Involuntary
Termination shall mean the termination of the Service of any individual
which occurs by reason of:

       

       (i)     
 such individual's involuntary dismissal or discharge by the Corporation
for reasons other than Misconduct, or

       

       (ii)     such
individual's voluntary resignation following (A) a change in his or her
position with the Corporation which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports,
(B) a reduction in his or her level of compensation (including base salary,
fringe benefits and target bonus under any corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation
of such individual's place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected without the
individual's consent.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      K.           
Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by the
Optionee or Participant, any unauthorized use or disclosure by such person of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing definition shall not
in any way preclude or restrict the right of the Corporation (or any Parent or
Subsidiary) to discharge or dismiss any Optionee, Participant or other person in
the Service of the Corporation (or any Parent or Subsidiary) for any other acts
or omissions, but such other acts or omissions shall not be deemed, for purposes
of the Plan, to constitute grounds for termination for Misconduct.

       

      L.            
1934
Act shall mean the Securities Exchange Act of 1934, as
amended.

       

      M.           
Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

       

      N.            Option
Grant Program shall mean the option grant program in effect under the
Plan.

       

      O.            Optionee
shall mean any person to whom an option is granted under the Plan.

       

      P.            
Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      Q.            
Participant
shall mean any person who is issued shares of Common Stock under the Stock
Issuance Program.

       

      R.            
Plan
shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan, as set forth
in this document.

       

      S.            
Plan
Administrator shall mean either the Board or the Committee acting in its
capacity as administrator of the Plan.

       

      T.            
Service
shall mean the provision of services to the Corporation (or any Parent or
Subsidiary) by a person in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor, except to the
extent otherwise specifically provided in the documents evidencing the option
grant.

       

      U.            
Stock
Exchange shall mean either the American Stock Exchange or the New York
Stock Exchange.

       

      V.           
Stock
Issuance Agreement shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      W.           Stock
Issuance Program shall mean the stock issuance program in effect under
the Plan.

       

      X.            Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      Y.            
10%
Shareholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

       

      OCUSENSE,
INC.

       

      NOTICE OF GRANT OF STOCK
OPTION

       

      Notice is
hereby given of the following option grant (the "Option") to purchase shares of
the Common Stock of OcuSense, Inc. (the "Corporation"):

       

      Optionee:

       

      Grant
Date:

       

      Vesting Commencement
Date:

       

      Exercise
Price:  $_________________________per share

       

      Number of Option
Shares:  _________________shares of Common Stock

       

      Expiration
Date:

       

      
        	
                 
      

              	
                Type of
      Option:

              	
                Incentive
      Stock Option

              


      

       

      Non-Statutory
Stock Option

       

      Date
Exercisable:  Immediately Exercisable

       

      Vesting
Schedule:  The Option Shares shall initially be unvested and
subject to repurchase by the Corporation at the lower of (i) the
Exercise Price paid per share or (ii) the Fair Market Value per share at
the time of Optionee's cessation of Service.  Optionee shall acquire a
vested interest in, and the Corporation's repurchase right shall accordingly
lapse with respect to, _____________________
__________________________________.  In no event shall any additional
Option Shares vest after Optionee's cessation of Service.

       

      Optionee
understands and agrees that the Option is granted subject to and in accordance
with the terms of the OcuSense, Inc. 2003 Stock Option/Stock Issuance Plan (the
"Plan").  Optionee further agrees to be bound by the terms of the Plan
and the terms of the Option as set forth in the Stock Option Agreement attached
hereto as Exhibit A.

       

      Optionee
understands that any Option Shares purchased under the Option will be subject to
the terms set forth in the Stock Purchase Agreement attached hereto as
Exhibit B.  Optionee hereby acknowledges receipt of a copy of the
Plan in the form attached hereto as Exhibit C.

       

      Repurchase
Rights.  Optionee hereby agrees
that all Option Shares acquired upon the exercise of the Option shall be subject
to certain repurchase rights and rights of first refusal exercisable by the
Corporation and its assigns.  The terms of such rights are specified
in the attached Stock Purchase Agreement.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      At Will
Employment.  Nothing in this Notice or in the attached Stock
Option Agreement or Plan shall confer upon Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

       

      Definitions.  All
capitalized terms in this Notice shall have the meaning assigned to them in this
Notice or in the attached Stock Option Agreement.

      


      
        
          
            
              
                
                  	
                          DATED:

                        	
                           

                        	 ,
      	 
      	 


                

              

            

          

        

      

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	
                                                                            OCUSENSE,
      INC.

                                                                          
	 	 	 
	 	 	 
	 
      	By:	 
      
	 	 	 
	 
      	Title:	 
      
	 
      	 
      	 
      
	 	 	 
	 
      	 
      	
                                                                            ,
      OPTIONEE

                                                                          
	 	 	 
	 	 	 
	 
      	Address:	 
      
	 	 	 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

      Attachments:

      Exhibit A
- Stock Option Agreement

      Exhibit B
- Stock Purchase Agreement

      Exhibit C
- 2003 Stock Option/Stock Issuance Plan



      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      EXHIBIT
A

       

      STOCK OPTION
AGREEMENT


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      EXHIBIT
B

       

      STOCK PURCHASE
AGREEMENT


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      EXHIBIT
C

       

      2003 STOCK OPTION/STOCK
ISSUANCE PLAN


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      


      NON-EXEMPT
EMPLOYEE

      UNDER FAIR LABOR STANDARDS
ACT

       

      OCUSENSE,
INC.

       

      NOTICE OF GRANT OF STOCK
OPTION

       

      Notice is
hereby given of the following option grant (the "Option") to purchase shares of
the Common Stock of OcuSense, Inc. (the "Corporation"):

       

      Optionee:

       

      Grant
Date:

       

      Vesting Commencement
Date:

       

      Exercise Price:
$_________________________per share

       

      Number of Option
Shares:  _________________shares of Common Stock

       

      Expiration
Date:

       

      
        	
                 
      

              	
                Type of
      Option:

              	
                Incentive
      Stock Option

              


      

       

      Non-Statutory
Stock Option

       

      Date
Exercisable:  The Option shall become exercisable for all the
Option Shares upon the Optionee's completion of six (6) months of Service
measured from the Grant Date.

       

      Vesting
Schedule:  The Option Shares shall initially be unvested and
subject to repurchase by the Corporation at the lower of (i) the
Exercise Price paid per share or (ii) the Fair Market Value per share at
the time of Optionee's cessation of Service.  Optionee shall acquire a
vested interest in, and the Corporation's repurchase right shall accordingly
lapse with respect to, (i) twenty-five percent (25%) of the Option Shares
upon Optionee's completion of one (1) year of Service measured from the Vesting
Commencement Date and (ii) the balance of the Option Shares in a series of
thirty-six (36) successive equal monthly installments upon Optionee's completion
of each additional month of Service over the thirty-six (36)-month period
measured from the first anniversary of the Vesting Commencement
Date.  In no event shall any additional Option Shares vest after
Optionee's cessation of Service.

       

      Optionee
understands and agrees that the Option is granted subject to and in accordance
with the terms of the OcuSense, Inc. 2003 Stock Option/Stock Issuance Plan (the
"Plan").  Optionee further agrees to be bound by the terms of the Plan
and the terms of the Option as
set forth in the Stock Option Agreement attached hereto as
Exhibit A.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      Optionee
understands that any Option Shares purchased under the Option will be subject to
the terms set forth in the Stock Purchase Agreement attached hereto as
Exhibit B.  Optionee hereby acknowledges receipt of a copy of the
Plan in the form attached hereto as Exhibit C.

       

      Repurchase
Rights.  Optionee hereby agrees
that all Option Shares acquired upon the exercise of the Option shall be subject
to certain repurchase rights and rights of first refusal exercisable by the
Corporation and its assigns.  The terms of such rights are specified
in the attached Stock Purchase Agreement.

       

      At Will
Employment.  Nothing in this Notice or in the attached Stock
Option Agreement or Plan shall confer upon Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

       

      Definitions.  All
capitalized terms in this Notice shall have the meaning assigned to them in this
Notice or in the attached Stock Option Agreement.

      
        


        
          
            
              
                
                  
                    	
                            DATED:

                          	
                             

                          	 ,	 
      	 


                  

                

              

            

          

        

        


        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 
      	
                                                                              OCUSENSE,
      INC.

                                                                            
	 	 	 
	 	 	 
	 
      	By:	 
      
	 	 	 
	 
      	Title:	 
      
	 
      	 
      	 
      
	 	 	 
	 
      	 
      	
                                                                              ,
      OPTIONEE

                                                                            
	 	 	 
	 	 	 
	 
      	Address:	 
      
	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


      

      Attachments:

      Exhibit A
- Stock Option Agreement

      Exhibit B
- Stock Purchase Agreement

      Exhibit C
- 2003 Stock Option/Stock Issuance Plan


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      EXHIBIT A

       

      STOCK OPTION
AGREEMENT


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      EXHIBIT B

       

      STOCK PURCHASE
AGREEMENT


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      EXHIBIT C

       

      2003 STOCK OPTION/STOCK
ISSUANCE PLAN


      
        
           


        

        
          - 1 - 

          
            

          

        

        
           


        

      

       

      OCUSENSE,
INC.

       

      STOCK OPTION
AGREEMENT

       

      RECITALS

       

      A.           
The Board has adopted the Plan for the purpose of retaining the services of
selected Employees, non-employee members of the Board or the board of directors
of any Parent or Subsidiary and consultants and other independent advisors in
the service of the Corporation (or any Parent or Subsidiary).

       

      B.            
Optionee is to render valuable services to the Corporation (or a Parent or
Subsidiary), and this Agreement is executed pursuant to, and is intended to
carry out the purposes of, the Plan in connection with the Corporation's grant
of an option to Optionee.

       

      C.            
All capitalized terms in this Agreement shall have the meaning assigned to them
in the attached Appendix.

       

      NOW, THEREFORE, it is hereby
agreed as follows:

       

      1.            
Grant of
Option.  The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified in
the Grant Notice.  The Option Shares shall be purchasable from time to
time during the option term specified in Paragraph 2 at the Exercise
Price.

       

      2.            
Option
Term.  This option shall have a term often (10) years measured
from the Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or
6.

       

      3.            
Limited
Transferability.

       

      (a)           
This option shall be neither transferable nor assignable by Optionee other than
by will or the laws of inheritance following Optionee's death and may be
exercised, during Optionee's lifetime, only by Optionee.  However,
Optionee may designate one or more persons as the beneficiary or beneficiaries
of this option, and this option shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon the
Optionee's death while holding this option.  Such beneficiary or
beneficiaries shall take the transferred option subject to all the terms and
conditions of this Agreement, including (without limitation) the limited time
period during which this option may, pursuant to Paragraph 5, be exercised
following Optionee's death.

       

      (b)           
If this option is designated a Non-Statutory Option in the Grant Notice, then
this option may be assigned in whole or in part during Optionee's lifetime to
one or more members of Optionee's family or to a trust established for the
exclusive benefit of one or more such family members or to Optionee's former
spouse, to the extent such assignment is in connection with the Optionee's
estate plan or pursuant to a domestic relations order.  The assigned
portion shall be exercisable only by the person or persons who acquire a
proprietary interest in the option pursuant to such assignment.  The
terms applicable to the assigned portion shall be the same as those in effect
for this option immediately prior to such assignment.


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      4.            
Dates of
Exercise.  This option shall become exercisable for the Option
Shares in one or more installments as specified in the Grant
Notice.  As the option becomes exercisable for such installments,
those installments shall accumulate, and the option shall remain exercisable for
the accumulated installments until the Expiration Date or sooner termination of
the option term under Paragraph 5 or 6.

       

      5.            
Cessation
of Service.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to
the Expiration Date should any of the following provisions become
applicable:

       

      (a)           
Should Optionee cease to remain in Service for any reason (other than death,
Disability or Misconduct) while this option is outstanding, then Optionee (or
any person or persons to whom this option is transferred pursuant to a permitted
transfer under Paragraph 3) shall have a period of three (3) months
(commencing with the date of such cessation of Service) during which to
exercise this option, but in no event shall this option be exercisable at any
time after the Expiration Date.

       

      (b)           Should
Optionee die while this option is outstanding, then the personal representative
of Optionee's estate or the person or persons to whom the option is transferred
pursuant to Optionee's will or the laws of inheritance following Optionee's
death or to whom the option is transferred during Optionee's lifetime pursuant
to a permitted transfer under Paragraph 3 shall have the right to exercise
this option.  However, if Optionee dies while holding this option and
has an effective beneficiary designation in effect for this option at the time
of his or her death, then the designated beneficiary or beneficiaries shall have
the exclusive right to exercise this option following Optionee's
death.  Any such right to exercise this option shall lapse, and this
option shall cease to be outstanding, upon the earlier of
(i) the expiration of the twelve (12)-month period measured from the date
of Optionee's death or (ii) the Expiration Date.

       

      (c)           
Should Optionee cease Service by reason of Disability while this option is
outstanding, then Optionee (or any person or persons to whom this option is
transferred pursuant to a permitted transfer under Paragraph 3) shall have
a period of twelve (12) months (commencing with the date of such cessation of
Service) during which to exercise this option.  In no event shall
this option be exercisable at any time after the Expiration Date.

       

      Note: Exercise of
this option on a date later than three (3) months following cessation of Service
due to Disability will result in loss of favorable Incentive Option treatment,
unless such
Disability constitutes Permanent Disability.  In the event that
Incentive Option treatment is not available, this option will be taxed as a
Non-Statutory Option upon exercise.


      
        
           


        

        
          - 2 -

          
            

          

        

        
           


        

      

       

      (d)           
During the limited period of post-Service exercisability, this option may not be
exercised in the aggregate for more than the number of Option Shares in which
Optionee is, at the time of Optionee's cessation of Service, vested pursuant to
the Vesting Schedule specified in the Grant Notice or the special vesting
acceleration provisions of Paragraph 6.  Upon the expiration of
such limited exercise period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding for any vested Option Shares
for which the option has not been exercised.  To the extent Optionee
is not vested in one or more Option Shares at the time of Optionee's cessation
of Service, this option shall immediately terminate and cease to be outstanding
with respect to those shares.

       

      (e)           
Should Optionee's Service be terminated for Misconduct or should Optionee
otherwise engage in Misconduct while this option is outstanding, then this
option shall terminate immediately and cease to remain outstanding.

       

      6.            
Accelerated
Vesting.

       

      (a)           
In the event of any Change in Control, the Option Shares at the time subject to
this option but not otherwise vested shall automatically vest in full so that
this option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all of the Option Shares as fully vested shares
and may be exercised for any or all of those Option Shares as vested
shares.  However, the Option Shares shall not vest on such an
accelerated basis if and to the extent: (i) this option is assumed by the
successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction and
the Corporation's repurchase rights with respect to the unvested Option Shares
are assigned to such successor corporation (or parent thereof) or otherwise
continued in effect or (ii) this option is to be replaced with a cash
incentive program of the successor corporation which preserves the spread
existing on the unvested Option Shares at the time of the Change in Control (the
excess of the Fair Market Value of those Option Shares over the Exercise Price
payable for such shares) and provides for subsequent payout of that spread in
accordance with the same Vesting Schedule applicable to those unvested
Option Shares as set forth in the Grant Notice.

       

      (b)           
Immediately following the Change in Control, this option shall terminate and
cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) or otherwise continued in full force and
effect pursuant to the terms of the Change in Control transaction.

       

      (b)           
If this option is assumed in connection with a Change in Control or otherwise
continued in effect, then this option shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to Optionee in consummation of such
Change in Control had the option been exercised immediately prior to such Change
in Control, and appropriate adjustments shall also be made to the Exercise
Price, provided
the aggregate Exercise Price shall remain the same.  To the extent
that the actual holders of the Corporation's outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Change in
Control, the successor corporation may, in connection with the assumption of
this option, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common Stock
in such Change in Control.


      
        
           


        

        
          - 3 -

          
            

          

        

        
           


        

      

       

      (c)           
This Agreement shall not in any way affect the right of the Corporation 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.

       

      7.            
Adjustment
in Option Shares.  Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total
number and/or class of securities subject to this option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a dilution
or enlargement of benefits hereunder.

       

      8.            
Stockholder
Rights.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become the record holder
of the purchased shares.

       

      9.            
Manner of
Exercising Option.

       

      (a)           
In order to exercise this option with respect to all or any part of the Option
Shares for which this option is at the time exercisable, Optionee (or any other
person or persons exercising the option) must take the following
actions:

       

       (i)      
Execute and deliver to the Corporation a Purchase Agreement for the Option
Shares for which the option is exercised.

       

       (ii)     
Pay the aggregate Exercise Price for the purchased shares in one or more of the
following forms:

       

        
(A)        cash or check made payable to
the Corporation; or

       

        
(B)        a promissory note payable to
the Corporation, but only to the extent authorized by the Plan Administrator in
accordance with Paragraph 14.

       

        
Should the Common Stock be registered under Section 12 of the 1934 Act at
the time the option is exercised, then the Exercise Price may also be paid as
follows:

       

        
(C)        in shares of Common Stock
held by Optionee (or any other person or persons exercising the option) for the
requisite period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the Exercise
Date; or

       

        
(D)        to the extent the option is
exercised for vested Option Shares, through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising
the option) shall concurrently provide irrevocable instructions (a) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the purchased shares plus all applicable income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (b) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the
sale.


      
        
           


        

        
          - 4 -

          
            

          

        

        
           


        

      

       

      Except to
the extent the sale and remittance procedure is utilized in connection with the
option exercise, payment of the Exercise Price must accompany the Purchase
Agreement delivered to the Corporation in connection with the option
exercise.

       

       (iii)    
Furnish to the Corporation appropriate documentation that the person or persons
exercising the option (if other than Optionee) have the right to exercise
this option.

       

       (iv)   
Execute and deliver to the Corporation such written representations as may be
requested by the Corporation in order for it to comply with the applicable
requirements of applicable securities laws.

       

       (v)     Make
appropriate arrangements with the Corporation (or Parent or Subsidiary employing
or retaining Optionee) for the satisfaction of all applicable income and
employment tax withholding requirements applicable to the option
exercise.

       

      (b)           As
soon as practical after the Exercise Date, the Corporation shall issue to or on
behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares, with the appropriate legends
affixed thereto.

       

      (c)           In
no event may this option be exercised for any fractional shares.

       

      10.           Repurchase
Rights.  All
Option Shares acquired upon the exercise of this Option shall be subject to
certain rights of the Corporation and its assigns to repurchase those shares in
accordance with the terms specified in the Purchase
Agreement.

       

      11.           Compliance
with Laws and Regulations.

       

      (a)           
The exercise of this option and the issuance of the Option Shares upon such
exercise shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time
of such exercise and issuance.

       

      (b)           The
inability of the Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful issuance and
sale of any Common Stock pursuant to this option shall relieve the Corporation
of any liability with respect to the non-issuance or sale of the Common Stock as
to which such approval shall not have been obtained.  The Corporation,
however, shall use its best efforts to obtain all such approvals.

       

      12.           Successors
and Assigns.  Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's assigns and the legal representatives, heirs and
legatees of Optionee's estate.


      
        
           


        

        
          - 5 -

          
            

          

        

        
           


        

      

       

      13.           Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant
Notice.  All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

       

      14.           Financing.  The
Plan Administrator may, in its absolute discretion and without any obligation to
do so, permit Optionee to pay the Exercise Price for the purchased Option Shares
by delivering a full-recourse promissory note bearing interest at a market rate
and secured by those Option Shares.  The payment schedule in effect
for any such promissory note shall be established by the Plan Administrator in
its sole discretion.

       

      Note:
If the Optionee is a consultant, then the promissory note delivered in payment
of the Exercise Price must be secured by collateral other than the purchased
Option Shares.

       

      15.           Construction.  This
Agreement and the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the
Plan.  All decisions of the Plan Administrator with respect to any
question or issue arising under the Plan or this Agreement shall be conclusive
and binding on all persons having an interest in this option.

       

      16.           Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.

       

      17.           Stockholder
Approval.  If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which maybe
issued under the Plan as last approved by the stockholders, then this option
shall be void with respect to such excess shares, unless stockholder approval of
an amendment sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the provisions of the
Plan.

       

      18.           Additional
Terms Applicable to an Incentive Option.  In the event this
option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

       

      (a)           
This option shall cease to qualify for favorable tax treatment as an Incentive
Option if (and to the extent) this option is exercised for one or more Option
Shares: (i) more than three (3) months after the date Optionee ceases to be
an Employee for any reason other than death or Permanent Disability or
(ii) more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Permanent Disability.


      
        
           


        

        
          - 6 -

          
            

          

        

        
           


        

      

       

      (b)           This
option shall not become exercisable in the calendar year in which granted if
(and to the extent) the aggregate Fair Market Value (determined at the Grant
Date) of the Common Stock for which this option would otherwise first
become exercisable in such calendar year would, when added to the aggregate
value (determined as of the respective date or dates of grant) of the Common
Stock and any other securities for which one or more other Incentive Options
granted to Optionee prior to the Grant Date (whether under the Plan or any other
option plan of the Corporation or any Parent or Subsidiary) first become
exercisable during the same calendar year, exceed One Hundred Thousand Dollars
($100,000) in the aggregate.  To the extent the exercisability of this
option is deferred by reason of the foregoing limitation, the deferred portion
shall become exercisable in the first calendar year or years thereafter in which
the One Hundred Thousand Dollar ($100,000) limitation of this
Paragraph 18(b) would not be contravened, but such deferral shall in
all events end immediately prior to the effective date of a Change in Control in
which this option is not to be assumed or otherwise continued in effect,
whereupon the option shall become immediately exercisable as a Non-Statutory
Option for the deferred portion of the Option Shares.

       

      (c)           
Should Optionee hold, in addition to this option, one or more other options to
purchase Common Stock which become exercisable for the first time in the same
calendar year as this option, then the foregoing limitations on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.


      
        
           


        

        
          - 7 -

          
            

          

        

        
           


        

      

       

      APPENDIX

       

      The
following definitions shall be in effect under the Agreement:

       

      A.           
Agreement
shall mean this Stock Option Agreement.

       

      B.            
Board
shall mean the Corporation's Board of Directors.

       

      C.            
Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

       

       (i)    
a merger, consolidation or other reorganization approved by the Corporation's
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation's outstanding
voting securities immediately prior to such transaction, or

       

       (ii)   
a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation, or

       

       (iii)  
the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders.

       

      In no
event shall any public offering of the Corporation's securities be deemed to
constitute a Change in Control.

       

      D.            
Code
shall mean the Internal Revenue Code of 1986, as amended.

       

      E.            
Common
Stock shall mean the Corporation's common stock.

       

      F.            
Corporation
shall mean OcuSense, Inc., a Delaware corporation, and any successor corporation
to all or substantially all of the assets or voting stock of OcuSense, Inc.
which shall by appropriate action assume this option.

       

      F.           
Disability
shall mean the inability of Optionee to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
and shall be determined by the Plan Administrator on the basis of such medical
evidence as the Plan Administrator deems warranted under the
circumstances.  Disability shall be deemed to constitute Permanent Disability in the
event that such Disability is expected to result in death or has lasted or can
be expected to last for a continuous period of twelve (12) months or
more.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      G.            
Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of
performance.

       

      H.           
 Exercise
Date shall mean the date on which the option shall have been exercised in
accordance with Paragraph 9 of the Agreement.

       

      I.             
Exercise
Price shall mean the exercise price payable per Option Share as specified
in the Grant Notice.

       

      J.            
 Expiration
Date shall mean the date on which the option expires as specified in the
Grant Notice.

       

      K.            
Fair
Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

       

       (i)    
If the Common Stock is at the time traded on the Nasdaq National Market, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question, as the price is reported by the National
Association of Securities Dealers on the Nasdaq National Market and published in
The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

       (ii)   
If the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the
date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange and published in The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

      (iii)  
If the Common Stock is at the time neither listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

       

      L.            
Grant
Date shall mean the date of grant of the option as specified in the Grant
Notice.

       

      M.           Grant
Notice shall mean the Notice of Grant of Stock Option accompanying the
Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.

       

      N.           
Incentive
Option shall mean an option which satisfies the requirements of Code
Section 422.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      O.           
Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by
Optionee, any unauthorized use or disclosure by Optionee of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by Optionee adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner.  The foregoing definition shall not in any way preclude or
restrict the right of the Corporation (or any Parent or Subsidiary) to discharge
or dismiss Optionee or any other person in the Service of the Corporation (or
any Parent or Subsidiary) for any other acts or omissions, but such other acts
or omissions shall not be deemed, for purposes of the Plan or this Agreement, to
constitute grounds for termination for Misconduct.

       

      P.            
1934
Act shall mean the Securities Exchange Act of 1934, as
amended.

       

      Q.           
Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

       

      R.            
Option
Shares shall mean the number of shares of Common Stock subject to the
option.

       

      S.            
Optionee
shall mean the person to whom the option is granted as specified in the Grant
Notice.

       

      T.            
Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      U.            
Plan
shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan.

       

      V.            
Plan
Administrator shall mean either the Board or a committee of the Board
acting in its capacity as administrator of the Plan.

       

      W.           Purchase
Agreement shall mean the stock purchase agreement in substantially the
form of Exhibit B to the Grant Notice.

       

      X.            
Service
shall mean the Optionee's performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of
the board of directors or an independent consultant.

       

      Y.            
Stock
Exchange shall mean the American Stock Exchange or the New York Stock
Exchange.

       

      Z.            
Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      AA.         Vesting
Schedule shall mean the vesting schedule specified in the Grant
Notice pursuant to which the Optionee is to vest in the Option Shares in a
series of installments over his or her period of Service.


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

       

      ADDENDUM
TO

      STOCK
OPTION AGREEMENT

       

      The
following provisions are hereby incorporated into, and are hereby made a part
of, that certain Stock Option Agreement (the "Option Agreement") by and between
OcuSense, Inc. (the "Corporation") and________________________ ("Optionee")
evidencing the stock option (the "Option") granted on this date to Optionee
under the terms of the Corporation's 2003 Stock Option/Stock Issuance Plan, and
such provisions shall be effective immediately.  All capitalized terms
in this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to them in the Option Agreement.

       

      INVOLUNTARY
TERMINATION FOLLOWING

      A
CHANGE IN CONTROL

       

      1.           If
the Option is to be assumed by the successor corporation (or the parent
thereof) in connection with a Change in Control or is otherwise to be
continued in full force and effect pursuant to the terms of the Change in
Control transaction, then none of the Option Shares shall, in accordance with
Paragraph 6 of the Option Agreement, vest on an accelerated basis upon the
occurrence of that Change in Control, and Optionee shall accordingly continue,
over his or her period of Service following the Change in Control, to vest in
the Option Shares in one or more installments in accordance with the provisions
of the Option Agreement. However, upon an Involuntary Termination of Optionee's
Service within eighteen (18) months following such Change in Control, all the
Option Shares at the time subject to the Option shall automatically vest in full
on an accelerated basis so that the Option shall immediately become exercisable
for all the Option Shares as fully-vested shares and may be exercised for any or
all of those Option Shares as vested shares.  The Option shall remain
so exercisable until the earlier of
(i) the Expiration Date or (ii) the expiration of the one (l)-year
period measured from the date of the Involuntary Termination.

       

      2.           For
purposes of this Addendum, an Involuntary Termination shall
mean the termination of Optionee's Service by reason of:

       

      (i) 
Optionee's involuntary dismissal or discharge by the Corporation for reasons
other than for Misconduct, or

       

      (ii)
Optionee's voluntary resignation following (A) a change in Optionee's
position with the Corporation (or Parent or Subsidiary employing
Optionee) which materially reduces Optionee's duties and responsibilities
or the level of management to which he or she reports, (B) a reduction in
Optionee's level of compensation (including base salary, fringe benefits and
target bonus under any corporate-performance based incentive programs) by more
than fifteen percent (15%) or (C) a relocation of Optionee's place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without Optionee's
consent.


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      3.           The
provisions of Paragraph 1 of this Addendum shall govern the period for
which the Option is to remain exercisable following the Involuntary Termination
of Optionee's Service within eighteen (18) months after the Change in Control
and shall supersede any provisions to the contrary in Paragraph 5 of the
Option Agreement.  The provisions of this Addendum shall also
supersede any provisions to the contrary in Paragraph 18 of the Option
Agreement concerning the deferred exercisability of the Option.

       

      IN WITNESS WHEREOF, OcuSense,
Inc. has caused this Addendum to be executed by its duly-authorized officer as
of the Effective Date specified below.


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      OCUSENSE,
      INC.

                                    
	 	 	 
	 
      	
                                      By:

                                    	 
      
	 	 	 
	 
      	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        


        
          
            
              
                
                  
                    
                      	
                              EFFECTIVE
      DATE:

                            	
                               

                            	 ,	 
      	 


                    

                  

                

              

            

          

        

        

          
            
               


            

            
              - 2
-

              
                

              

            

            
               


            

          

        

         

      

      OCUSENSE,
INC.

       

      STOCK PURCHASE
AGREEMENT

       

      AGREEMENT made this _____ day
of___________________, _____by and between OcuSense, Inc., a Delaware
corporation, and _____________________, Optionee under the Corporation's 2003
Stock Option/Stock Issuance Plan.

       

      All
capitalized terms in this Agreement shall have the meaning assigned to them in
this Agreement or in the attached Appendix.

       

      
        	
                 
      

              	
                A.

              	
                EXERCISE OF
      OPTION

              


      

       

      1.             Exercise.  Optionee
hereby purchases _______ shares of Common Stock (the "Purchased Shares")
pursuant to that certain option (the "Option") granted Optionee on
____________________, _______ (the "Grant Date") to purchase up to
_______________ shares of Common Stock (the "Option Shares") under the Plan at
the exercise price of $___________per share (the "Exercise Price").

       

      2.            
Payment.  Concurrently
with the delivery of this Agreement to the Corporation, Optionee shall pay the
Exercise Price for the Purchased Shares in accordance with the provisions of the
Option Agreement and shall deliver whatever additional documents may be required
by the Option Agreement as a condition for exercise, together with a
duly-executed blank Assignment Separate from Certificate (in the form attached
hereto as Exhibit I) with respect to the Purchased
Shares.

       

      3.            
Stockholder
Rights.  Until such time as the Corporation exercises the
Repurchase Right or the First Refusal Right, Optionee (or any successor in
interest) shall have all the rights of a stockholder (including voting, dividend
and liquidation rights) with respect to the Purchased Shares, subject, however,
to the transfer restrictions of Articles B and C.

       

      
        	
                 
      

              	
                B.

              	
                SECURITIES LAW
      COMPLIANCE

              


      

       

      1.            
Restricted
Securities.  The Purchased Shares have not been registered
under the 1933 Act and are being issued to Optionee in reliance upon the
exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan.  Optionee
hereby confirms that Optionee has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is
available.  Accordingly, Optionee hereby acknowledges that Optionee is
acquiring the Purchased Shares for investment purposes only and not with a view
to resale and is prepared to hold the Purchased Shares for an indefinite period
and that Optionee is aware that SEC Rule 144 issued under the 1933 Act
which exempts certain resales of unrestricted securities is not presently
available to exempt the resale of the Purchased Shares from the registration
requirements of the 1933 Act.


      
        
           


        

        
          - 1 -

          
            

          

        

        
           


        

      

       

      2.             
Restrictions
on Disposition of Purchased Shares.  Optionee shall make no
disposition of the Purchased Shares (other than a Permitted Transfer) unless and
until there is compliance with all of the following requirements:

       

      (i)    
Optionee shall have provided the Corporation with a written summary of the terms
and conditions of the proposed disposition.

       

      (ii)   
Optionee shall have complied with all requirements of this Agreement applicable
to the disposition of the Purchased Shares.

       

      (iii)  
Optionee shall have provided the Corporation with written assurances, in form
and substance satisfactory to the Corporation, that (a) the proposed
disposition does not require registration of the Purchased Shares under the 1933
Act or (b) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or any exemption from registration
available under the 1933 Act (including Rule 144) has been
taken.

       

      The
Corporation shall not be
required (i) to transfer on its books any Purchased Shares which have been
sold or transferred in violation of the provisions of this Agreement or (ii) to treat
as the owner of the Purchased Shares, or otherwise to accord voting, dividend or
liquidation rights to, any transferee to whom the Purchased Shares have been
transferred in contravention of this Agreement.

       

      3.             
Restrictive
Legends.  The stock certificates for the Purchased Shares shall
be endorsed with one or more of the following restrictive legends:

       

      "The
shares represented by this certificate have not been registered under the
Securities Act of 1933.  The shares may not be sold or offered for
sale in the absence of (a) an effective registration statement for the
shares under such Act, (b) a 'no action' letter of the Securities and
Exchange Commission with respect to such sale or offer or (c) satisfactory
assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer."

       

      "The
shares represented by this certificate are subject to certain repurchase rights
and rights of first refusal granted to the Corporation and accordingly may not
be sold, assigned, transferred, encumbered, or in any manner disposed of except
in conformity with the terms of a written agreement dated ____________, 20___
between the Corporation and the registered holder of the shares (or the
predecessor in interest to the shares).  A copy of such agreement is
maintained at the Corporation's principal corporate offices."

       

      
        	
                 
      

              	
                C.

              	
                TRANSFER
      RESTRICTIONS

              


      

       

      1.            
Restriction
on Transfer.  Except for any Permitted Transfer, Optionee shall
not transfer, assign, encumber or otherwise dispose of any of the Purchased
Shares which are subject to the Repurchase Right.  In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.


      
        
           


        

        
          - 2 -

          
            

          

        

        
           


        

      

       

      2.            
Transferee
Obligations.  Each person (other than the Corporation) to whom
the Purchased Shares are transferred by means of a Permitted Transfer must, as a
condition precedent to the validity of such transfer, acknowledge in writing to
the Corporation that such person is bound by the provisions of this Agreement
and that the transferred shares are subject to (i) the Repurchase Right,
(ii) the First Refusal Right and (iii) the Market Stand-Off, to the
same extent such shares would be so subject if retained by
Optionee.

       

      
        	
                 
      

              	
                3.

              	
                Market
      Stand-Off.

              


      

       

      (a)          In
connection with any underwritten public offering by the Corporation of its
equity securities pursuant to an effective registration statement filed under
the 1933 Act, including the Corporation's initial public offering, Owner shall
not sell, make any short sale of, loan, hypothecate, pledge, grant any option
for the purchase of, or otherwise dispose or transfer for value or otherwise
agree to engage in any of the foregoing transactions with respect to, any
Purchased Shares without the prior written consent of the Corporation or its
underwriters. Such restriction (the "Market Stand-Off') shall be in effect for
such period of time from and after the effective date of the final prospectus
for the offering as may be requested by the Corporation or such
underwriters.  In no event, however, shall such period exceed one
hundred eighty (180) days, and the Market Stand-Off shall in no event be
applicable to any underwritten public offering effected more than two (2) years
after the effective date of the Corporation's initial public
offering.

       

      (b)         Owner
shall be subject to the Market Stand-Off provided and only if
the officers and directors of the Corporation are also subject to similar
restrictions.

       

      (c)         Any
new, substituted or additional securities which are by reason of any
Recapitalization or Reorganization distributed with respect to the Purchased
Shares shall be immediately subject to the Market Stand-Off, to the same extent
the Purchased Shares are at such time covered by such provisions.

       

      (d)         In
order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Purchased Shares until the end of the
applicable stand-off period.

       

      
        	
                 
      

              	
                D.

              	
                REPURCHASE
      RIGHT

              


      

       

      1.            
Grant.  The
Corporation is hereby granted the right (the "Repurchase Right"), exercisable at
any time during the sixty (60)-day period following the date Optionee ceases for
any reason to remain in Service or (if later) during the sixty (60)-day period
following the execution date of this Agreement, to repurchase at the Repurchase
Price any or all of the Purchased Shares in which Optionee is not, at the time
of his or her cessation of Service, vested in accordance with the Vesting
Schedule applicable to those shares or the special vesting acceleration
provisions of Paragraph D.6 of this Agreement (such shares to be
hereinafter referred to as the "Unvested Shares").


      
        
           


        

        
          - 3 -

          
            

          

        

        
           


        

      

       

      2.            
Exercise
of the Repurchase Right.  The Repurchase Right shall be
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the sixty (60)-day exercise period.  The
notice shall indicate the number of Unvested Shares to be repurchased, the
Repurchase Price to be paid per share and the date on which the repurchase is to
be effected, such date to be not more than thirty (30) days after the date of
such notice.  The certificates representing the Unvested Shares to be
repurchased shall be delivered to the Corporation on the closing date specified
for the repurchase.  Concurrently with the receipt of such stock
certificates, the Corporation shall pay to Owner, in cash or cash equivalents
(including the cancellation of any purchase-money indebtedness), an amount equal
to the Repurchase Price for the Unvested Shares which are to be repurchased from
Owner.

       

      3.            
Termination
of the Repurchase Right.  The Repurchase Right shall terminate
with respect to any Unvested Shares for which it is not timely exercised under
Paragraph D.2.  In addition, the Repurchase Right shall terminate
and cease to be exercisable with respect to any and all Purchased Shares in
which Optionee vests in accordance with the Vesting Schedule.  All
Purchased Shares as to which the Repurchase Right lapses shall, however, remain
subject to (i) the First Refusal Right and (ii) the Market
Stand-Off.

       

      4.            
Aggregate
Vesting Limitation.  If the Option is exercised in more than
one increment so that Optionee is a party to one or more other Stock Purchase
Agreements (the "Prior Purchase Agreements") which are executed prior to the
date of this Agreement, then the total number of Purchased Shares as to which
Optionee shall be deemed to have a folly-vested interest under this Agreement
and all Prior Purchase Agreements shall not exceed in the aggregate the number
of Purchased Shares in which Optionee would otherwise at the time be vested, in
accordance with the Vesting Schedule, had all the Purchased Shares (including
those acquired under the Prior Purchase Agreements) been acquired exclusively
under this Agreement.

       

      4.            
Recapitalization.  Any
new, substituted or additional securities or other property (including cash paid
other than as a regular cash dividend) which is by reason of any
Recapitalization distributed with respect to the Purchased Shares shall be
immediately subject to the Repurchase Right and any escrow requirements
hereunder, but only to the extent the Purchased Shares are at the time covered
by such right or escrow requirements.  Appropriate adjustments to
reflect such distribution shall be made to the number and/or class of Purchased
Shares subject to this Agreement and to the Repurchase Price per share to be
paid upon the exercise of the Repurchase Right in order to reflect the effect of
any such Recapitalization upon the Corporation's capital structure; provided, however,
that the aggregate Repurchase Price shall remain the same.

       

      5.            
Change in
Control.

       

      (a)          The
Repurchase Right shall automatically terminate in its entirety, and all the
Purchased Shares shall vest in full, immediately prior to the consummation of
any Change in Control, except to the extent the Repurchase Right is to be
assigned to the successor entity in such Change in Control or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control transaction.


      
        
           


        

        
          - 4 -

          
            

          

        

        
           


        

      

       

      (b)         To
the extent the Repurchase Right remains in effect following a Change in Control,
such right shall apply to any new securities or other property (including any
cash payments) received in exchange for the Purchased Shares in consummation of
the Change in Control, but only to the extent the Purchased Shares are at the
time covered by such right.  Appropriate adjustments shall be made to
the Repurchase Price per share payable upon exercise of the Repurchase Right to
reflect the effect (if any) of the Change in Control upon the Corporation's
capital structure; provided, however,
that the aggregate Repurchase Price shall remain the same.  The new
securities or other property (including any cash payments) issued or distributed
with respect to the Purchased Shares in consummation of the Change in Control
shall be immediately deposited in escrow with the Corporation (or the successor
entity) and shall not be released from escrow until Optionee vests in such
securities or other property in accordance with the same Vesting
Schedule in effect for the Purchased Shares.

       

      
        	
                 
      

              	
                E.

              	
                RIGHT OF FIRST
      REFUSAL

              


      

       

      1.            
Grant.  The
Corporation is hereby granted the right of first refusal (the "First Refusal
Right"), exercisable in connection with any proposed transfer of the Purchased
Shares in which Optionee has vested in accordance with the provisions of
Article D.  For purposes of this Article E, the term
"transfer" shall include any sale, assignment, pledge, encumbrance or other
disposition of the Purchased Shares intended to be made by Owner, but shall not
include any Permitted Transfer.

       

      2.            
Notice of
Intended Disposition.  In the event any Owner of Purchased
Shares in which Optionee has vested desires to accept a bona fide third-party
offer for the transfer of any or all of such shares (the Purchased Shares
subject to such offer to be hereinafter referred to as the "Target Shares"),
Owner shall promptly (i) deliver to the Corporation written notice (the
"Disposition Notice") of the terms of the offer, including the purchase price
and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and
C.

       

      3.            
Exercise
of the First Refusal Right.  The Corporation shall, for a
period of twenty-five (25) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents.  Such right shall be exercisable
by delivery of written notice (the "Exercise Notice") to Owner prior to the
expiration of the twenty-five (25)-day exercise period.  If such right
is exercised with respect to all the Target Shares, then the Corporation shall
effect the repurchase of such shares, including payment of the purchase price,
not more than five (5) business days after delivery of the Exercise Notice; and
at such time the certificates representing the Target Shares shall be delivered
to the Corporation.

       

      Should
the purchase price specified in the Disposition Notice be payable in property
other than cash or evidences of indebtedness, the Corporation shall have the
right to pay the purchase price in the form of cash equal in amount to the value
of such property.  If Owner and the Corporation cannot agree on such
cash value within ten (10) days after the Corporation's receipt of the
Disposition Notice, the valuation shall be made by an appraiser of recognized
standing selected by Owner and the Corporation or, if they cannot agree on an
appraiser within twenty (20) days after the Corporation's receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and
the two (2) appraisers shall designate a third appraiser of recognized standing,
whose appraisal shall be determinative of such value. The cost of such appraisal
shall be shared equally by Owner and the Corporation.  The closing
shall then be held on the later of (i) the
fifth (5th) business day following delivery of the Exercise Notice or
(ii) the fifth (5th) business day after such valuation shall have been
made.


      
        
           


        

        
          - 5 -

          
            

          

        

        
           


        

      

       

      4.             Non-Exercise
of the First Refusal Right.  In the event the Exercise Notice
is not given to Owner prior to the expiration of the twenty-five (25)-day
exercise period, Owner shall have a period of thirty (30) days thereafter in
which to sell or otherwise dispose of the Target Shares to the third-party
offeror identified in the Disposition Notice upon terms (including the purchase
price) no more favorable to such third-party offeror than those specified
in the Disposition Notice; provided, however,
that any such sale or disposition must not be effected in contravention of the
provisions of Articles B and C. The third-party offeror shall acquire the Target
Shares subject to the First Refusal Right and the provisions and restrictions of
Article B and Paragraph C.3, and any subsequent disposition of the
acquired shares must be effected in compliance with the terms and conditions of
such First Refusal Right and the provisions and restrictions of Article B
and Paragraph C.3.  In the event Owner does not effect such sale
or disposition of the Target Shares within the specified thirty (30)-day period,
the First Refusal Right shall continue to be applicable to any subsequent
disposition of the Target Shares by Owner until such right lapses.

       

      5.            
Partial
Exercise of the First Refusal Right.  In the event the
Corporation makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within five (5) business days after Owner's receipt of the Exercise
Notice, to effect the sale of the Target Shares pursuant to either of the
following alternatives:

       

      (i)    
sale or other disposition of all the Target Shares to the third-party offerer
identified in the Disposition Notice, but in full compliance with the
requirements of Paragraph E.4, as if the Corporation did not exercise the
First Refusal Right; or

       

      (ii)   
sale to the Corporation of the portion of the Target Shares which the
Corporation has elected to purchase, such sale to be effected in substantial
conformity with the provisions of Paragraph E.3.  The First
Refusal Right shall continue to be applicable to any subsequent disposition of
the remaining Target Shares until such right lapses.

       

      Owner's
failure to deliver timely notification to the Corporation shall be deemed to be
an election by Owner to sell the Target Shares pursuant to alternative
(i) above.

       

      6.             
Recapitalization/Reorganization.

       

      (a)         Any
new, substituted or additional securities or other property which is by reason
of any Recapitalization distributed with respect to the Purchased Shares shall
be immediately subject to the First Refusal Right, but only to the extent the
Purchased Shares are at the time covered by such right.

       

      (b)         In
the event of a Reorganization, the First Refusal Right shall remain in full
force and effect and shall apply to the new capital stock or other property
received in exchange for the Purchased Shares in consummation of the
Reorganization, but only to the extent the Purchased Shares are at the time
covered by such right.


      
        
           


        

        
          - 6 -

          
            

          

        

        
           


        

      

       

      7.            
Lapse.  The
First Refusal Right shall lapse upon the earliest to occur of
(i) the first date on which shares of the Common Stock are held of record
by more than five hundred (500) persons, (ii) a determination made by the
Board that a public market exists for the outstanding shares of Common Stock or
(iii) a firm commitment underwritten public offering, pursuant to an
effective registration statement under the 1933 Act, covering the offer and sale
of the Common Stock in the aggregate amount of at least twenty million dollars
($20,000,000).  However, the Market Stand-Off shall continue to remain
in full force and effect following the lapse of the First Refusal
Right.

       

      
        	
                 
      

              	
                F.

              	
                SPECIAL TAX
      ELECTION

              


      

       

      The
acquisition of the Purchased Shares may result in adverse tax consequences which
may be avoided or mitigated by filing an election under Code
Section 83(b).  Such election must be filed within thirty (30)
days after the date of this Agreement.  A description of the tax
consequences applicable to the acquisition of the Purchased Shares and the form
for making the Code Section 83(b) election are set forth in
Exhibit II.  OPTIONEE SHOULD CONSULT WITH HIS OR
HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED
SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE
SECTION 83(b) ELECTION.  OPTIONEE ACKNOWLEDGES THAT IT IS
OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE
CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER
BEHALF.

       

      
        	
                 
      

              	
                G.

              	
                GENERAL
      PROVISIONS

              


      

       

      1.            
Assignment.  The
Corporation may assign the Repurchase Right and/or the First Refusal Right to
any person or entity selected by the Board, including (without limitation) one
or more stockholders of the Corporation.

       

      2.            
At
Will Employment.  Nothing in this Agreement or in the Plan
shall confer upon Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining
Optionee) or of Optionee, which rights are hereby expressly reserved by
each, to terminate Optionee's Service at any time for any reason, with or
without cause.

       

      3.            
Notices.  Any
notice required to be given under this Agreement shall be in writing and shall
be deemed effective upon personal delivery or upon deposit in the U.S. mail,
registered or certified, postage prepaid and properly addressed to the party
entitled to such notice at the address indicated below such party's signature
line on this Agreement or at such other address as such party may designate by
ten (10) days advance written notice under this paragraph to all other parties
to this Agreement.


      
        
           


        

        
          - 7 -

          
            

          

        

        
           


        

      

       

      4.            
No
Waiver.  The failure of the Corporation in any instance to
exercise the Repurchase Right or the First Refusal Right shall not constitute a
waiver of any other repurchase rights and/or rights of first refusal that may
subsequently arise under the provisions of this Agreement or any other agreement
between the Corporation and Optionee.  No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different
nature.

       

      5.            
Cancellation
of Shares.  If the Corporation shall make available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall
be deemed purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this
Agreement.

       

      
        	
                 
      

              	
                H.

              	
                MISCELLANEOUS
      PROVISIONS

              


      

       

      1.            
Optionee
Undertaking.  Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the provisions of this Agreement.

       

      2.            
Agreement
is Entire Contract.  This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan
and shall in all respects be construed in conformity with the terms of the
Plan.

       

      3.            
Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California without resort to that
State's conflict-of-laws rules.

       

      4.            
Counterparts.  This
Agreement may be executed" in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

       

      5.            
Successors
and Assigns.  The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and upon Optionee, Optionee's permitted assigns and the legal
representatives, heirs and legatees of Optionee's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.


      
        
           


        

        
          - 8 -

          
            

          

        

        
           


        

      

       

      IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and year first indicated
above.

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 
      	
                                                                                                      OCUSENSE,
      INC.

                                                                                                    
	 	 	 
	 	 	 
	 
      	By:	 
      
	 	 	 
	 
      	Title:	 
      
	 	 	 
	 	Address:	 
	 
      	 
      	 
      
	 	 	 
	 
      	 
      	
                                                                                                      ,
      OPTIONEE

                                                                                                    
	 	 	 
	 	 	 
	 
      	Address:	 
      
	 	 	 
	 	 	 


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

          
            
               


            

            
              - 9 -

              
                

              

            

            
               


            

          

        

         

      

      SPOUSAL
ACKNOWLEDGMENT

       

      The
undersigned spouse of Optionee has read and hereby approves the foregoing Stock
Purchase Agreement.  In consideration of the Corporation's granting
Optionee the right to acquire the Purchased Shares in accordance with the terms
of such Agreement, the undersigned hereby agrees to be irrevocably bound by all
the terms of such Agreement, including (without limitation) the right of the
Corporation (or its assigns) to purchase any Purchased Shares in which Optionee
is not vested at time of his or her cessation of Service.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 
      
	 
      	
                                        OPTIONEE'S
      SPOUSE

                                      
	 	 	 
	 
      	
                                        Address:

                                      	 
      
	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            - 10 -

            
              

            

          

          
             


          

        

      

       

      EXHIBIT I

       

      ASSIGNMENT
SEPARATE FROM CERTIFICATE

       

      FOR VALUE RECEIVED
___________________ hereby sell(s), assign(s) and transfers) unto OcuSense, Inc.
(the "Corporation"),_______________(_________) shares of the Common Stock of the
Corporation standing in his or her name on the books of the Corporation
represented by Certificate No. ________________ herewith and do(es) hereby
irrevocably constitute and appoint_____________________ Attorney to transfer the
said stock on the books of the Corporation with full power of substitution in
the premises.

       

      
        
          
            	
                    Dated:

                  	 
      	 
      


          

        

      

       

      


      
        
          
            	 
      	 
      
	 
      	
                    Signature

                  


          

        

      

       

       

       

       

      Instruction: Please do not
fill in any blanks other than the signature line.  Please sign exactly
as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the
Corporation to exercise the Repurchase Right without requiring additional
signatures on the part of Optionee.


      
        
           


        

        
          - 11 -

          
            

          

        

        
           


        

      


      EXHIBIT
II

       

      FEDERAL
INCOME TAX CONSEQUENCES AND

       

      SECTION
83(b) TAX ELECTION

       

      I.             
Federal
Income Tax Consequences and Section 83(b) Election For Exercise of
Non-Statutory Option.  If the Purchased Shares are acquired
pursuant to the exercise of a Non-Statutory Option, as specified in the Grant
Notice, then under Code Section 83, the excess of the Fair Market Value of
the Purchased Shares on the date any forfeiture restrictions applicable to such
shares lapse over the Exercise Price paid for those shares will be reportable as
ordinary income on the lapse date.  For this purpose, the term
"forfeiture restrictions" includes the right of the Corporation to repurchase
the Purchased Shares pursuant to the Repurchase Right.  However,
Optionee may elect under Code Section 83(b) to be taxed at the time
the Purchased Shares are acquired, rather than when and as such Purchased Shares
cease to be subject to such forfeiture restrictions.  Such election
must be filed with the Internal Revenue Service within thirty (30) days after
the date of the Agreement.  Even if the Fair Market Value of the
Purchased Shares on the date of the Agreement equals the Exercise Price paid
(and thus no tax is payable), the election must be made to avoid adverse tax
consequences in the future.  The form for making this election is
attached as part of this exhibit.  FAILURE TO MAKE THIS FILING WITHIN
THE APPLICABLE THIRTY (30>DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS
LAPSE.

       

      II.            
Federal
Income Tax Consequences and Conditional Section 83(b) Election For
Exercise of Incentive Option.  If the Purchased Shares are
acquired pursuant to the exercise of an Incentive Option, as specified in the
Grant Notice, then the following tax principles shall be applicable to the
Purchased Shares:

       

      (i)       
For regular tax purposes, no taxable income will be recognized at the time the
Option is exercised.

       

      (ii)     
The excess of (a) the Fair Market Value of the Purchased Shares on the date
the Option is exercised or (if later) on the date any forfeiture restrictions
applicable to the Purchased Shares lapse over (b) the Exercise Price paid
for the Purchased Shares will be includible in Optionee's taxable income for
alternative minimum tax purposes.

       

      (iii)     If
Optionee makes a disqualifying disposition of the Purchased Shares, then
Optionee will recognize ordinary income in the year of such disposition equal in
amount to the excess of (a) the Fair Market Value of the Purchased Shares
on the date the Option is exercised or (if later) on the date any forfeiture
restrictions applicable to the Purchased Shares lapse over (b) the Exercise
Price paid for the Purchased Shares.  Any additional gain recognized
upon the disqualifying disposition will be either short-term or long-term
capital gain depending upon the period for which the Purchased Shares are held
prior to the disposition.

      

        
          
             


          

          
            - 12 -

            
              

            

          

          
             


          

        

      

      
         

        (iv) For
purposes of the foregoing, the term "forfeiture restrictions" will include the
right of the Corporation to repurchase the Purchased Shares pursuant to the
Repurchase Right.  The term "disqualifying disposition" means any sale
or other disposition1
of the Purchased Shares within two (2) years after the Grant Date or within one
(1) year after the exercise date of the Option.

         

      

      (v)     
In the absence of final Treasury Regulations relating to Incentive Options, it
is not certain whether Optionee may, in connection with the exercise of the
Option for any Purchased Shares at the time subject to forfeiture restrictions,
file a protective election under Code Section 83(b) which would limit
Optionee's ordinary income upon a disqualifying disposition to the excess of the
Fair Market Value of the Purchased Shares on the date the Option is exercised
over the Exercise Price paid for the Purchased Shares.  Accordingly,
such election if properly filed will only be allowed to the extent the final
Treasury Regulations permit such a protective election.

       

      (vi)    
The Code Section 83 (b) election will be effective in limiting the
Optionee's alternative minimum taxable income to the excess of the Fair Market
Value of the Purchased Shares at the time the Option is exercised over the
Exercise Price paid for those shares.

       

      Page 2 of
the attached form for making the election should be filed with any election made
in connection with the exercise of an Incentive Option.

       

       

       

      
 

      ________________

      1      Generally,
a disposition of shares purchased under an Incentive Option includes any
transfer of legal title, including a transfer by sale, exchange or gift, but
does not include a transfer to the Optionee's spouse, a transfer into joint
ownership with right of survivorship if Optionee remains one of the joint
owners, a pledge, a transfer by bequest or inheritance or certain tax-free
exchanges permitted under the Code.

      

        
          
             


          

          
            - 13 -

            
              

            

          

          
             


          

        

      

       

      SECTION
83(b) ELECTION

       

      This
statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

       

      
        	
                (1)

              	
                The
      taxpayer who performed the services
is:

              


      

       

      Name:

      Address:

      Taxpayer
Ident. No.:

       

      
        	
                (2)

              	
                The
      property with respect to which the election is being made is __________
      shares of the common stock of OcuSense,
Inc.

              


      

       

      
        	
                (3)

              	
                The
      property was issued on __________,
_____.

              


      

       

      
        	
                (4)

              	
                The
      taxable year in which the election is being made is the calendar year
      _____.

              


      

       

      
        	
                (5)

              	
                The
      property is subject to a repurchase right pursuant to which the issuer has
      the right to acquire the property at the lower of the purchase
      price paid per share or the fair market value per share, if for any reason
      taxpayer's service with the issuer terminates.  The issuer's
      repurchase right will lapse in a series of annual and monthly installments
      over a four (4)-year period ending on __________,
  20__.

              


      

       

      
        	
                (6)

              	
                The
      fair market value at the time of transfer (determined without regard to
      any restriction other than a restriction which by its terms will never
      lapse) is $__________ per
share.

              


      

       

      
        	
                (7)

              	
                The
      amount paid for such property is $__________ per
  share.

              


      

       

      
        	
                (8)

              	
                A
      copy of this statement was furnished to OcuSense, Inc. for whom taxpayer
      rendered the services underlying the transfer of
  property.

              


      

       

      
        	
                (9)

              	
                This
      statement is executed on __________,
_____.

              


      

       

       

      
        
          	
                  Spouse
      (if any)

                	
                  Taxpayer

                


        

      

       

      This
election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Purchase
Agreement.  This filing should be made by registered or certified
mail, return receipt requested.  Optionee must retain two (2) copies
of the completed form for filing with his or her Federal and state tax returns
for the current tax year and an additional copy for his or her
records.


      
        
           


        

        
          - 14 -

          
            

          

        

        
           


        

      

       

      The
property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Internal Revenue Code (the
"Code").  Accordingly, it is the intent of the Taxpayer to utilize
this election to achieve the following tax results:

       

      1.            
One purpose of this election is to have the alternative minimum taxable income
attributable to the purchased shares measured by the amount by which the fair
market value of such shares at the time of their transfer to the Taxpayer
exceeds the purchase price paid for the shares.  In the absence of
this election, such alternative minimum taxable income would be measured by the
spread between the fair market value of the purchased shares and the purchase
price which exists on the various lapse dates in effect for the forfeiture
restrictions applicable to such shares.

       

      2.            
Section 421(a)(l) of the Code expressly excludes from income any excess of
the fair market value of the purchased shares over the amount paid for such
shares.  Accordingly, this election is also intended to be effective
in the event there is a "disqualifying disposition" of the shares, within the
meaning of Section 421(b) of the Code, which would otherwise render
the provisions of Section 83(a) of the Code applicable at that
time.  Consequently, the Taxpayer hereby elects to have the amount of
disqualifying disposition income measured by the excess of the fair market value
of the purchased shares on the date of transfer to the Taxpayer over the amount
paid for such shares.  Since Section 421 (a) presently
applies to the shares which are the subject of this
Section 83(b) election, no taxable income is actually recognized for
regular tax purposes at this time, and no income taxes are payable, by the
Taxpayer as a result of this election.  The foregoing election is to
be effective to the full extent permitted under the Code.

       

      THIS
PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION
WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX
LAWS.


      
        
           


        

        
          - 15 -

          
            

          

        

        
           


        

      


      APPENDIX

       

      The
following definitions shall be in effect under the Agreement:

       

      A.          
 Agreement
shall mean this Stock Purchase Agreement.

       

      B.            
Board
shall mean the Corporation's Board of Directors.

       

      C.            
Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

       

      (i)      
a merger, consolidation or other reorganization approved by the Corporation's
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation's outstanding
voting securities immediately prior to such transaction, or

       

      (ii)      
a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation, or

       

      (iii)    
the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders.

       

      In no
event shall any public offering of the Corporation's securities be deemed to
constitute a Change in Control.

       

      D.            
Code
shall mean the Internal Revenue Code of 1986, as amended.

       

      E.            
Common
Stock shall mean the Corporation's common stock.

       

      F.            
Corporation
shall mean OcuSense, Inc., a Delaware corporation, and any successor corporation
to all or substantially all of the assets or voting stock of OcuSense, Inc.
which shall by appropriate action adopt the Plan.

       

      G.            
Disposition
Notice shall have the meaning assigned to such term in
Paragraph E.2.

       

      H.           
 Exercise
Price shall have the meaning assigned to such term in
Paragraph A.1.

       

      I.            
Fair
Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:


      
        
           


        

        
          - 16 -

          
            

          

        

        
           


        

      

       

      (i)   
 If the Common Stock is at the time traded on the Nasdaq National Market,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market and published in
The Wall Street Journal.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.

       

      (ii)   
If the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the
date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange and published in The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

      (iii)  
If the Common Stock is at the time neither listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

       

      J.             
First
Refusal Right shall mean the right granted to the Corporation in
accordance with Article E.

       

      K.            
Grant
Date shall have the meaning assigned to such term in
Paragraph A.1.

       

      L.            
Grant
Notice shall mean the Notice of Grant of Stock Option pursuant to which
Optionee has been informed of the basic terms of the Option.

       

      M.           
Incentive
Option shall mean an option which satisfies the requirements of Code
Section 422.

       

      N.           
Market
Stand-Off shall mean the market stand-off restriction specified in
Paragraph C.3.

       

      O.           
1933
Act shall mean the Securities Act of 1933, as amended.

       

      P.            
1934
Act shall mean the Securities Exchange Act of 1934, as
amended.

       

      Q.           
Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

       

      R.            
Option
shall have the meaning assigned to such term in Paragraph A.1.

       

      S.            
Option
Agreement shall mean all agreements and other documents evidencing the
Option.

       

      T.            
Optionee
shall mean the person to whom the Option is granted under the
Plan.


      
        
           


        

        
          - 17 -

          
            

          

        

        
           


        

      

       

      U.            
Owner
shall mean Optionee and all subsequent holders of the Purchased Shares who
derive their chain of ownership through a Permitted Transfer from
Optionee.

       

      V.           
Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      W.           Permitted
Transfer shall mean (i) a gratuitous transfer of the Purchased
Shares, provided and only if Optionee obtains the Corporation's prior written
consent to such transfer, (ii) a transfer of title to the Purchased Shares
effected pursuant to Optionee's will or the laws of inheritance following
Optionee's death or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

       

      X.           
 Plan
shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan.

       

      Y.            
Plan
Administrator shall mean either the Board or a committee of the Board
acting in its capacity as administrator of the Plan.

       

      Z.            
Prior
Purchase Agreement shall have the meaning assigned to such term in
Paragraph D.4.

       

      AA.         Purchased
Shares shall have the meaning assigned to such term in
Paragraph A.I.

       

      AB.         
Recapitalization
shall mean any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the Corporation's
outstanding Common Stock as a class without the Corporation's receipt of
consideration.

       

      AC.        
 Reorganization
shall mean any of the following transactions:

       

      (i)    
a merger or consolidation in which the Corporation is not the surviving
entity,

       

      (ii)   
a sale, transfer or other disposition of all or substantially all of the
Corporation's assets,

       

      (iii)  
a reverse merger in which the Corporation is the surviving entity but in which
the Corporation's outstanding voting securities are transferred in whole or in
part to a person or persons different from the persons holding those securities
immediately prior to the merger, or

       

      (iv)  
any transaction effected primarily to change the state in which the Corporation
is incorporated or to create a holding company structure.

       

      AD.         Repurchase
Price shall mean the lower of (i) the
Exercise Price or (ii) the Fair Market Value per share of Common Stock on
the date of Optionee's cessation of Service.


      
        
           


        

        
          - 18 -

          
            

          

        

        
           


        

      

       

      AE.          Repurchase
Right shall mean the right granted to the Corporation in accordance with
Article D.

       

      AF.          SEC
shall mean the Securities and Exchange Commission.

       

      AG.          Service
shall mean the Optionee's performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an employee, subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance, a non-employee member of the board of
directors or an independent consultant.

       

      AH.         Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      AI.           Target
Shares shall have the meaning assigned to such term in
Paragraph E.2.

       

      AJ.           Vesting
Schedule shall mean the vesting schedule specified in the Grant Notice
pursuant to which the Optionee is to vest in the Option Shares in a series of
installments over his or her period of Service.

       

      AK.         Unvested
Shares shall have the meaning assigned to such term in
Paragraph D.I.



      
        
           


        

        
          - 19 -

          
            

          

        

        
           


        

      


      
        ADDENDUM
TO

        STOCK
PURCHASE AGREEMENT

         

        The
following provisions are hereby incorporated into, and are hereby made a part
of, that certain Stock Purchase Agreement (the "Purchase Agreement") by and
between OcuSense, Inc. (the "Corporation") and _____________________________
("Optionee") evidencing the shares of Common Stock purchased on this date by
Optionee under the Corporation's 2003 Stock Option/Stock Issuance Plan, and such
provisions shall be effective immediately.  All capitalized terms in
this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to such terms in the Purchase Agreement.

         

        INVOLUNTARY
TERMINATION FOLLOWING

        A
CHANGE IN CONTROL

         

        1.           
 To the extent the Repurchase Right is assigned to the successor
corporation (or parent thereof) in connection with a Change in Control or
otherwise continued in full force and effect pursuant to the terms of the Change
in Control transaction, no accelerated vesting of the Purchased Shares shall
occur upon that Change in Control, and the Repurchase Right shall continue to
remain in full force and effect in accordance with the provisions of the
Purchase Agreement.  Optionee shall, over his or her period of Service
following such Change in Control, continue to vest in the Purchased Shares in
one or more installments in accordance with the provisions of the Purchase
Agreement.  However, upon an Involuntary Termination of Optionee's
Service within eighteen (18) months following such Change in Control, the
Repurchase Right shall terminate automatically, and all the Purchased Shares
shall immediately vest in full at that time.  Any unvested escrow
account maintained on Optionee's behalf pursuant to Paragraph D.6 of the
Purchase Agreement shall also vest at the time of such Involuntary Termination
and shall be paid to Optionee promptly thereafter.

         

        2.             
For purposes of this Addendum, the following definitions shall be in
effect:

         

        An Involuntary Termination shall
mean the termination of Optionee's Service by reason of:

         

        (i)    
Optionee's involuntary dismissal or discharge by the Corporation for reasons
other than for Misconduct, or

         

        (ii)   Optionee's
voluntary resignation following (A) a change in his or her position with
the Corporation (or Parent or Subsidiary employing Optionee) which
materially reduces his or her duties and responsibilities or the level of
management to which he or she reports, (B) a reduction in Optionee's level
of compensation (including base salary, fringe benefits and target bonus under
any corporate-performance based incentive programs) by more than fifteen percent
(15%) or (C) a relocation of Optionee's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation is
effected by the Corporation without Optionee's consent.


        
          
             


          

          
            - 20
-

            
              

            

          

          
             


          

        

         

        Misconduct shall mean the
termination of Optionee's Service by reason of Optionee's commission of any act
of fraud, embezzlement or dishonesty, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any other intentional misconduct by Optionee adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing definition shall not
in any way preclude or restrict the right of the Corporation (or any Parent or
Subsidiary) to discharge or dismiss Optionee or any other person in the Service
of the Corporation (or any Parent or Subsidiary) for any other acts or
omissions, but such other acts or omissions shall not be deemed, for purposes of
the Plan and this Addendum, to constitute grounds for termination for
Misconduct.

         

        IN WITNESS WHEREOF, OcuSense,
Inc. has caused this Addendum to be executed by its duly-authorized officer as
of the Effective Date specified below.

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    OCUSENSE,
      INC.

                                  
	 	 	 
	 
      	
                                    By:

                                  	 
      
	 	 	 
	 
      	
                                    Title:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          


          
            
              
                
                  
                    
                      
                        	
                                EFFECTIVE
      DATE:

                              	
                                 

                              	 ,	 
      	 



                        
                          
                             


                          

                          
                            - 21
-

                            
                              

                            

                          

                          
                             


                          

                        

                      

                       

                    

                  

                

              

            

          

        

      

      OCUSENSE, INC.

       

      STOCK ISSUANCE
AGREEMENT

       

      AGREEMENT made as of this
_____ day of __________, _____ by and between OcuSense, Inc., a Delaware
corporation, and ____________________, Participant in the Corporation's 2003
Stock Option/Stock Issuance Plan.

       

      All
capitalized terms in this Agreement shall have the meaning assigned to them in
this Agreement or in the attached Appendix.

       

      
        	
                 
      

              	
                A.

              	
                PURCHASE
      OF SHARES

              


      

       

      1.            
Purchase.  Participant
hereby purchases ___________________ shares of Common Stock (the "Purchased
Shares") pursuant to the provisions of the Stock Issuance Program at the
purchase price of $_____________ per share (the "Purchase Price").

       

      2.            
Payment.  Concurrently
with the delivery of this Agreement to the Corporation, Participant shall pay
the Purchase Price for the Purchased Shares in cash or cash equivalent and shall
deliver a duly-executed blank Assignment Separate from Certificate (in the form
attached hereto as Exhibit I) with respect to the Purchased
Shares.

       

      3.            
Stockholder
Rights.  Until such time as the Corporation exercises the
Repurchase Right or the First Refusal Right, Participant (or any successor in
interest) shall have all stockholder rights (including voting, dividend and
liquidation rights) with respect to the Purchased Shares, subject, however, to
the transfer restrictions of Articles B and C.

       

      
        	
                 
      

              	
                B.

              	
                SECURITIES
      LAW COMPLIANCE

              


      

       

      1.            
Restricted
Securities.  The Purchased Shares have not been registered
under the 1933 Act and are being issued to Participant in reliance upon the
exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the
Plan.  Participant hereby confirms that Participant has been informed
that the Purchased Shares are restricted securities under the 1933 Act and may
not be resold or transferred unless the Purchased Shares are first registered
under the Federal securities laws or unless an exemption from such registration
is available.  Accordingly, Participant hereby acknowledges that
Participant is acquiring the Purchased Shares for investment purposes only and
not with a view to resale and is prepared to hold the Purchased Shares for an
indefinite period and that Participant is aware that SEC Rule 144 issued
under the 1933 Act which exempts certain resales of unrestricted securities is
not presently available to exempt the resale of the Purchased Shares from the
registration requirements of the 1933 Act.

       

      2.            
Disposition
of Purchased Shares.  Participant shall make no disposition of
the Purchased Shares (other than a Permitted Transfer) unless and until there is
compliance with all of the following requirements:


      
        
           


        

        
          - 1
-

          
            

          

        

        
           


        

      

       

      (i)    
Participant shall have provided the Corporation with a written summary of the
terms and conditions of the proposed disposition.

       

      (ii)   
Participant shall have complied with all requirements of this Agreement
applicable to the disposition of the Purchased Shares.

       

      (iii)  
Participant shall have provided the Corporation with written assurances, in form
and substance satisfactory to the Corporation, that (a) the proposed
disposition does not require registration of the Purchased Shares under the 1933
Act or (b) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or any exemption from registration
available under the 1933 Act (including Rule 144) has been
taken.

       

      The
Corporation shall not be required
(i) to transfer on its books any Purchased Shares which have been sold or
transferred in violation of the provisions of this Agreement or (ii) to
treat as the owner of the Purchased Shares, or otherwise to accord voting,
dividend or liquidation rights to, any transferee to whom the Purchased Shares
have been transferred in contravention of this Agreement.

       

      3.             
Restrictive
Legends.  The stock certificates for the Purchased Shares shall
be endorsed with one or more of the following restrictive legends:

       

      "The
shares represented by this certificate have not been registered under the
Securities Act of 1933.  The shares may not be sold or offered for
sale in the absence of (a) an effective registration statement for the
shares under such Act, (b) a "no action" letter of the Securities and
Exchange Commission with respect to such sale or offer or (c) satisfactory
assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer."

       

      "The
shares represented by this certificate are subject to certain repurchase rights
and rights of first refusal granted to the Corporation and accordingly may not
be sold, assigned, transferred, encumbered, or in any manner disposed of except
in conformity with the terms of a written agreement dated __________, 20___,
between the Corporation and the registered holder of the shares (or the
predecessor in interest to the shares).  A copy of such agreement is
maintained at the Corporation's principal corporate offices."

       

      
        	
                 
      

              	
                C.

              	
                TRANSFER
      RESTRICTIONS

              


      

       

      1.             
Restriction
on Transfer.  Except for any Permitted Transfer, Participant
shall not transfer, assign, encumber or otherwise dispose of any of the
Purchased Shares which are subject to the Repurchase Right, hi addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      2.            
Transferee
Obligations.  Each person (other than the Corporation) to whom
the Purchased Shares are transferred by means of a Permitted Transfer must, as a
condition precedent to the validity of such transfer, acknowledge in writing to
the Corporation that such person is bound by the provisions of this Agreement
and that the transferred shares are subject to (i) the Repurchase Right,
(ii) the First Refusal Right and (iii) the Market Stand-Off, to the
same extent such shares would be so subject if retained by
Participant.

       

      
        	
                 
      

              	
                3.

              	
                Market
      Stand-Off.

              


      

       

      (a)         In
connection with any underwritten public offering by the Corporation of its
equity securities pursuant to an effective registration statement filed under
the 1933 Act, including the Corporation's initial public offering, Owner shall
not sell, make any short sale of, loan, hypothecate, pledge, grant any option
for the purchase of, or otherwise dispose or transfer for value or otherwise
agree to engage in any of the foregoing transactions with respect to, any
Purchased Shares without the prior written consent of the Corporation or its
underwriters.  Such restriction (the "Market Stand-Off") shall be in
effect for such period of time from and after the effective date of the final
prospectus for the offering as may be requested by the Corporation or such
underwriters.  In no event, however, shall such period exceed one
hundred eighty (180) days, and the Market Stand-Off shall in no event be
applicable to any underwritten public offering effected more than two (2) years
after the effective date of the Corporation's initial public
offering.

       

      (b)         Owner
shall be subject to the Market Stand-Off provided and only if
the officers and directors of the Corporation are also subject to similar
restrictions.

       

      (c)         Any
new, substituted or additional securities which are by reason of any
Recapitalization or Reorganization distributed with respect to the Purchased
Shares shall be immediately subject to the Market Stand-Off, to the same extent
the Purchased Shares are at such time covered by such provisions.

       

      (d)         In
order to enforce the Market Stand-Off, the Corporation may impose stop-transfer
instructions with respect to the Purchased Shares until the end of the
applicable stand-off period.

       

      
        	
                 
      

              	
                D.

              	
                REPURCHASE
      RIGHT

              


      

       

      1.            
Grant.  The
Corporation is hereby granted the right (the "Repurchase Right"), exercisable at
any time during the sixty (60)-day period following the date Participant ceases
for any reason to remain in Service, to repurchase at the Repurchase Price any
or all of the Purchased Shares in which Participant is not, at the time of his
or her cessation of Service, vested in accordance with the provisions of the
Vesting Schedule set forth in Paragraph D.3 or the special vesting
acceleration provisions of Paragraph D.5 (such shares to be hereinafter
referred to as the "Unvested Shares").

       

      2.            
Exercise
of the Repurchase Right.  The Repurchase Right shall be
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the sixty (60)-day exercise period.  The
notice shall indicate the number of Unvested Shares to be repurchased, the
Repurchase Price to be paid per share and the date on which the repurchase is to
be effected, such date to be not more than thirty (30) days after the date of
such notice.  The certificates representing the Unvested Shares to be
repurchased shall be delivered to the Corporation on the closing date specified
for the repurchase.  Concurrently with the receipt of such stock
certificates, the Corporation shall pay to Owner, in cash or cash equivalents
(including the cancellation of any purchase-money indebtedness), an amount equal
to the Repurchase Price for the Unvested Shares which are to be repurchased from
Owner.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      3.            
Termination
of the Repurchase Right.  The Repurchase Right shall terminate
with respect to any Unvested Shares for which it is not timely exercised under
Paragraph D.2.  In addition, the Repurchase Right shall terminate
and cease to be exercisable with respect to any and all Purchased Shares in
which Participant vests in accordance with the following Vesting
Schedule:

       

      (i)    
Participant shall vest in twenty-five percent (25%) of the Purchased Shares, and
the Repurchase Right shall concurrently lapse with respect to those Purchased
Shares, upon Participant's completion of one (1) year of Service measured from
__________, _____.

       

      (ii)   Participant
shall vest in the remaining seventy-five percent (75%) of the Purchased Shares,
and the Repurchase Right shall concurrently lapse with respect to those
Purchased Shares, in a series of thirty-six (36) successive equal monthly
installments upon Participant's completion of each additional month of Service
over the thirty-six (36)-month period measured from the date on which the first
twenty-five percent (25%) of the Purchased Shares vests hereunder.

       

      All
Purchased Shares as to which the Repurchase Right lapses shall, however, remain
subject to (i) the First Refusal Right and (ii) the Market
Stand-Off.

       

      4.            
Recapitalization.  Any
new, substituted or additional securities or other property (including cash paid
other than as a regular cash dividend) which is by reason of any
Recapitalization distributed with respect to the Purchased Shares shall be
immediately subject to the Repurchase Right and any escrow requirements
hereunder, but only to the extent the Purchased Shares are at the time covered
by such right or escrow requirements.  Appropriate adjustments to
reflect such distribution shall be made to the number and/or class of Purchased
Shares subject to this Agreement and to the Repurchase Price per share to be
paid upon the exercise of the Repurchase Right in order to reflect the effect of
any such Recapitalization upon the Corporation's capital structure; provided, however,
that the aggregate Repurchase Price shall remain the same.

       

      
        	
                 
      

              	
                5.

              	
                Change
      in Control.

              


      

       

      (a)          The
Repurchase Right shall automatically terminate in its entirety, and all the
Purchased Shares shall vest in full, immediately prior to the consummation of
any Change in Control, except to the extent the Repurchase Right is to be
assigned to the successor corporation in such Change in Control or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control transaction.


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

       

      (b)         To
the extent the Repurchase Right remains in effect following a Change in Control,
such right shall apply to any new securities or other property (including any
cash payments) received in exchange for the Purchased Shares in consummation of
the Change in Control, but only to the extent the Purchased Shares are at the
time covered by such right.  Appropriate adjustments shall be made to
the Repurchase Price per share payable upon exercise of the Repurchase Right to
reflect the effect (if any) of the Change in Control upon the Corporation's
capital structure; provided, however,
that the aggregate Repurchase Price shall remain the same.  The new
securities or other property (including any cash payments) issued or distributed
with respect to the Purchased Shares in consummation of the Change in Control
shall be immediately deposited in escrow with the Corporation (or the successor
entity) and shall not be released from escrow until Participant vests in such
securities or other property in accordance with the same Vesting
Schedule in effect for the Purchased Shares.

       

      
        	
                 
      

              	
                E.

              	
                RIGHT
      OF FIRST REFUSAL

              


      

       

      1.            
Grant.  The
Corporation is hereby granted the right of first refusal (the "First Refusal
Right"), exercisable in connection with any proposed transfer of the Purchased
Shares in which Participant has vested in accordance with the provisions of
Article D.  For purposes of this • Article E, the term
"transfer" shall include any sale, assignment, pledge, encumbrance or other
disposition of the Purchased Shares intended to be made by Owner, but shall not
include any Permitted Transfer.

       

      2.            
Notice of
Intended Disposition.  In the event any Owner of Purchased
Shares in which Participant has vested desires to accept a bona fide third-party
offer for the transfer of any or all of such shares (the Purchased Shares
subject to such offer to be hereinafter referred to as the Target Shares"),
Owner shall promptly (i) deliver to the Corporation written notice (the
"Disposition Notice") of the terms of the offer, including the purchase price
and the identity of the third-party offerer, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and
C.

       

      3.            
Exercise
of the First Refusal Right.  The Corporation shall, for a
period of twenty-five (25) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents.  Such right shall be exercisable
by delivery of written notice (the "Exercise Notice") to Owner prior to the
expiration of the twenty-five (25)-day exercise period.  If such right
is exercised with respect to all the Target Shares, then the Corporation shall
effect the repurchase of such shares, including payment of the purchase price,
not more than five (5) business days after delivery of the Exercise Notice; and
at such time the certificates representing the Target Shares shall be delivered
to the Corporation.

       

      Should
the purchase price specified in the Disposition Notice be payable in property
other than cash or evidences of indebtedness, the Corporation shall have the
right to pay the purchase price in the form of cash equal in amount to the value
of such property.  If Owner and the Corporation cannot agree on such
cash value within ten (10) days after the Corporation's receipt of the
Disposition Notice, the valuation shall be made by an appraiser of recognized
standing selected by Owner and the Corporation or, if they cannot agree on an
appraiser within twenty (20) days after the Corporation's receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and
the two (2) appraisers shall designate a third appraiser of recognized standing,
whose appraisal shall be determinative of such value.  The cost of
such appraisal shall be shared equally by Owner and the
Corporation.  The closing shall then be held on the later of (i) the
fifth (5th) business day following delivery of the Exercise Notice or
(ii) the fifth (5th) business day after such valuation shall have been
made.


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      4.            
Non-Exercise
of the First Refusal Right.  In the event the Exercise Notice
is not given to Owner prior to the expiration of the twenty-five (25)-day
exercise period, Owner shall have a period of thirty (30) days thereafter in
which to sell or otherwise dispose of the Target Shares to the third-party
offerer identified in the Disposition Notice upon terms (including the purchase
price) no more favorable to such third-party offerer than those specified
in the Disposition Notice; provided, however,
that any such sale or disposition must not be effected in contravention of the
provisions of Articles B and C.  The third-party offerer shall acquire
the Target Shares subject to the First Refusal Right and the provisions and
restrictions of Article B and Paragraph C.3, and any subsequent
disposition of the acquired shares must be effected in compliance with the terms
and conditions of such First Refusal Right and the provisions and restrictions
of Article B and Paragraph C.3.  In the event Owner does not
effect such sale or disposition of the Target Shares within the specified thirty
(30)-day period, the First Refusal Right shall continue to be applicable to any
subsequent disposition of the Target Shares by Owner until such right
lapses.

       

      5.            
Partial
Exercise of the First Refusal Right.  In the event the
Corporation makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within five (5) business days after Owner's receipt of the Exercise
Notice, to effect the sale of the Target Shares pursuant to either of the
following alternatives:

       

      (i)    
sale or other disposition of all the Target Shares to the third-party offerer
identified in the Disposition Notice, but in full compliance with the
requirements of Paragraph E.4, as if the Corporation did not exercise the
First Refusal Right; or

       

      (ii)  
sale to the Corporation of the portion of the Target Shares which the
Corporation has elected to purchase, such sale to be effected in substantial
conformity with the provisions of Paragraph E.3.  The First
Refusal Right shall continue to be applicable to any subsequent disposition of
the remaining Target Shares until such right lapses.

       

      Owner's
failure to deliver timely notification to the Corporation shall be deemed to be
an election by Owner to sell the Target Shares pursuant to alternative
(i) above.

       

      
        	
                 
      

              	
                6.

              	
                Recapitalization/Reorganization.

              


      

       

      (a)         Any
new, substituted or additional securities or other property which is by reason
of any Recapitalization distributed with respect to the Purchased Shares shall
be immediately subject to the First Refusal Right, but only to the extent the
Purchased Shares are at the time covered by such right.


      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      

       

      (b)         In
the event of a Reorganization, the First Refusal Right shall remain in full
force and effect and shall apply to the new capital stock or other property
received in exchange for the Purchased Shares in consummation of the
Reorganization, but only to the extent the Purchased Shares are at the time
covered by such right.

       

      7.            
Lapse.  The
First Refusal Right shall lapse upon the earliest to occur of
(i) the first date on which shares of the Common Stock are held of record
by more than five hundred (500) persons, (ii) a determination made by the
Board that a public market exists for the outstanding shares of Common Stock or
(iii) a firm commitment underwritten public offering, pursuant to an
effective registration statement under the 1933 Act, covering the offer and sale
of the Common Stock in the aggregate amount of at least twenty million dollars
($20,000,000).  However, the Market Stand-Off shall continue to remain
in full force and effect following the lapse of the First Refusal
Right.

       

      
        	
                 
      

              	
                F.

              	
                SPECIAL
      TAX ELECTION

              


      

       

      1.            
Section 83(b) Election.  Under
Code Section 83, the excess of the Fair Market Value of the Purchased
Shares on the date any forfeiture restrictions applicable to such shares lapse
over the Purchase Price paid for those shares will be reportable as ordinary
income on the lapse date.  For this purpose, the term "forfeiture
restrictions" includes the right of the Corporation to repurchase the Purchased
Shares pursuant to the Repurchase Right.  Participant may elect under
Code Section 83(b) to be taxed at the time the Purchased Shares are
acquired, rather than when and as such Purchased Shares cease to be subject to
such forfeiture restrictions.  Such election must be filed with the
Internal Revenue Service within thirty (30) days after the date of this
Agreement.  Even if the Fair Market Value of the Purchased Shares on
the date of this Agreement equals the Purchase Price paid (and thus no tax is
payable), the election must be made to avoid adverse tax consequences in the
future.

       

      THE
FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II
HERETO.  PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

       

      2.            
FILING
RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES
THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE
A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE
CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER
BEHALF.

       

      
        	
                 
      

              	
                G.

              	
                GENERAL
      PROVISIONS

              


      

       

      1.            
Assignment.  The
Corporation may assign the Repurchase Right and/or the First Refusal Right to
any person or entity selected by the Board, including (without limitation) one
or more stockholders of the Corporation.


      
        
           


        

        
          - 7
-

          
            

          

        

        
           


        

      

       

      2.            
At
Will Employment.  Nothing in this Agreement or in the Plan
shall confer upon Participant any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participant's Service at any time for any reason, with or
without cause.

       

      3.            
Notices.  Any
notice required to be given under this Agreement shall be in writing and shall
be deemed effective upon personal delivery or upon deposit in the U.S. mail,
registered or certified, postage prepaid and properly addressed to the party
entitled to such notice at the address indicated below such party's signature
line on this Agreement or at such other address as such party may designate by
ten (10) days advance written notice under this paragraph to all other parties
to this Agreement.

       

      4.            
No
Waiver.  The failure of the Corporation in any instance to
exercise the Repurchase Right or the First Refusal Right shall not constitute a
waiver of any other repurchase rights and/or rights of first refusal that may
subsequently arise under the provisions of this Agreement or any other agreement
between the Corporation and Participant.  No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different
nature.

       

      5.            
Cancellation
of Shares.  If the Corporation shall make available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall
be deemed purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this
Agreement.

       

      
        	
                 
      

              	
                H.

              	
                MISCELLANEOUS
      PROVISIONS

              


      

       

      1.            
Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California without resort to that
State's conflict-of-laws rules.

       

      2.            
Participant
Undertaking.  Participant hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Participant or the Purchased
Shares pursuant to the provisions of this Agreement.

       

      3.            
Agreement
is Entire Contract.  This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan
and shall in all respects be construed in conformity with the terms of the
Plan.


      
        
           


        

        
          - 8
-

          
            

          

        

        
           


        

      

       

      4.            
Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

       

      5.            
Successors
and Assigns.  The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Corporation and its successors and
assigns and upon Participant, Participant's assigns and the legal
representatives, heirs and legatees of Participant's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

       

      IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and year first indicated
above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    OCUSENSE,
      INC.

                                                  
	 	 	 
	 	 	 
	 
      	
                                                    By:

                                                  	 
      
	 	 	 
	 
      	
                                                    Title:

                                                  	 
      
	 	 	 
	 
      	
                                                    Address:

                                                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                                     

                                                  	
                                                    ,
      PARTICIPANT

                                                  
	 	 	 
	 
      	
                                                    Address:

                                                  	 
      
	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            - 9
-

            
              

            

          

          
             


          

        

      

       

      SPOUSAL
ACKNOWLEDGMENT

       

      The
undersigned spouse of Participant has read and hereby approves the foregoing
Stock Issuance Agreement.  In consideration of the Corporation's
granting Participant the right to acquire the Purchased Shares in accordance
with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms of such Agreement, including (without
limitation) the right of the Corporation (or its assigns) to purchase any
Purchased Shares in which Participant is not vested at the time of his or her
cessation of Service.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      
	 
      	
                                    PARTICIPANT'S
      SPOUSE

                                  
	 	 	 
	 
      	
                                    Address:

                                  	 
      
	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          


          
            
               


            

            
              - 10
-

              
                

              

            

            
               


            

          

        

         

      

      EXHIBIT
I

       

      ASSIGNMENT
SEPARATE FROM CERTIFICATE

       

      FOR VALUE
RECEIVED __________ hereby sell(s), assign(s) and transfers) unto OcuSense, Inc.
(the "Corporation"), ______________ (_____) shares of the Common Stock of the
Corporation standing in his or her name on the books of the Corporation
represented by Certificate No. __________ herewith and do(es) hereby
irrevocably constitute and appoint ___________ Attorney to transfer the said
stock on the books of the Corporation with full power of substitution in the
premises.

       

      
        
          
            
              
                
                  	
                          Dated:

                        	 
      	 


                

              

            

          

        

      

       

      


      
        
          
            
              	 
      	 
      
	 
      	
                      Signature

                    


            

          

        

      

       

       

       

       

      Instruction: Please do not
fill in any blanks other than the signature line. Please sign exactly as you
would like your name to appear on the issued stock certificate.  The
purpose of this assignment is to enable the Corporation to exercise the
Repurchase Right without requiring additional signatures on the part of
Participant.



      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      


      EXHIBIT
II

       

      SECTION
83(b) TAX ELECTION


      
        
           


        

        
          - 12
-

          
            

          

        

        
           


        

      


      SECTION
83(b) TAX ELECTION

       

      This
statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

       

      
        	
                (1)

              	
                The
      taxpayer who performed the services
is:

              


      

       

      Name:

      Address:

      Taxpayer
Ident. No.:

       

      (2)           The
property with respect to which the election is being made is __________shares of
the common stock of OcuSense, Inc.

       

      (3)           The
property was issued on ___________, _____.

       

      (4)           The
taxable year in which the election is being made is the calendar year
_____.

       

      (5)           The
property is subject to a repurchase right pursuant to which the issuer has the
right to acquire the property at the lower of the purchase price
paid per share or the fair market value per share, if for any reason taxpayer's
service with the issuer terminates.  The issuer's repurchase right
will lapse in a series of annual and monthly installments over a four (4)-year
period ending on ___________, 20___.

       

      (6)           The
fair market value at the time of transfer (determined without regard to any
restriction other than a restriction which by its terms will never
lapse) is $_____ per share.

       

      (7)           The
amount paid for such property is $_____ per share.

       

      (8)           A
copy of this statement was furnished to OcuSense, Inc. for whom taxpayer
rendered the services underlying the transfer of property.

       

      (9)           This
statement is executed on ___________, _____.

       

       

      
        
          
            	
                    Spouse
      (if any)

                  	
                    Taxpayer

                  


          

        

      

       

      This
election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Issuance
Agreement.  This filing should be made by registered or certified
mail, return receipt requested.  Participant must retain two (2)
copies of the completed form for filing with his or her Federal and state tax
returns for the current tax year and an additional copy for his or her
records.


      
        
           


        

        
          - 13
-

          
            

          

        

        
           


        

      


      EXHIBIT
III

       

      2003
STOCK OPTION/STOCK ISSUANCE PLAN



      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      


      APPENDIX

       

      The
following definitions shall be in effect under the Agreement:

       

      
        	
                 
      

              	
                A.

              	
                Agreement
      shall mean this Stock Issuance
Agreement.

              


      

       

      B.           
Board
shall mean the Corporation's Board of Directors.

       

      C.            
Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

       

      (i)    
a merger, consolidation or other reorganization approved by the Corporation's
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation's outstanding
voting securities immediately prior to such transaction, or

       

      (ii)   
a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation, or

       

      (iii)  
the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders.

       

      In no
event shall any public offering of the Corporation's securities be deemed to
constitute a Change in Control.

       

      D.            
Code
shall mean the Internal Revenue Code of 1986, as amended.

       

      E.            
Common
Stock shall mean the Corporation's common stock.

       

      F.            
Corporation
shall mean OcuSense, Inc., a Delaware corporation, and any successor corporation
to all or substantially all of the assets or voting stock of OcuSense, Inc.
which shall by appropriate action adopt the Plan.

       

      G.            
Disposition
Notice shall have the meaning assigned to such term in
Paragraph E.2.

       

      H.          
  Exercise
Notice shall have the meaning assigned to such term in Paragraph
E.3.

       

      I.            
 Fair
Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:


      
        
           


        

        
          - 15
-

          
            

          

        

        
           


        

      

       

      (i)    
If the Common Stock is at the time traded on the Nasdaq National Market, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market and published in
The Wall Street Journal.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.

       

      (ii)   
If the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the
date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange and published in The Wall Street
Journal.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

       

      (iii)  
If the Common Stock is at the time neither listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

       

      J.            
 First
Refusal Right shall have the meaning assigned to such term in
Article E.

       

      K.            Market
Stand-Off shall mean the market stand-off restriction specified in
Paragraph C.4.

       

      L.            
1933
Act shall mean the Securities Act of 1933, as amended.

       

      M.          
 Owner
shall mean Participant and all subsequent holders of the Purchased Shares who
derive their chain of ownership through a Permitted Transfer from
Participant.

       

      N.           
Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total,
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      O.            
Participant
shall mean the person to whom shares are issued under the Stock Issuance
Program.

       

      P.            
Permitted
Transfer shall mean (i) a gratuitous transfer of the Purchased
Shares, provided and only if Participant obtains the Corporation's prior written
consent to such transfer, (ii) a transfer of title to the Purchased Shares
effected pursuant to Participant's will or the laws of inheritance following
Participant's death or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Participant in
connection with the acquisition of the Purchased Shares.


      
        
           


        

        
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      Q.            
Plan
shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan attached
hereto as Exhibit HI.

       

      R.            
Plan
Administrator shall mean either the Board or a committee of the Board
acting in its capacity as administrator of the Plan.

       

      S.            
Purchase
Price shall have the meaning assigned to such term in Paragraph
A.l.

       

      T.            
Purchased
Shares shall have the meaning assigned to such term in
Paragraph A.1.

       

      U.            Recapitalization
shall mean any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the Corporation's
outstanding Common Stock as a class without the Corporation's receipt of
consideration.

       

      V.            
Reorganization
shall mean any of the following transactions:

       

      (i)    
a merger or consolidation in which the Corporation is not the surviving
entity,

       

      (ii)   
a sale, transfer or other disposition of all or substantially all of the
Corporation's assets,

       

      (iii)  
a reverse merger in which the Corporation is the surviving entity but in which
the Corporation's outstanding voting securities are transferred in whole or in
part to a person or persons different from the persons holding those securities
immediately prior to the merger, or

       

      (iv)  
any transaction effected primarily to change the state in which the Corporation
is incorporated or to create a holding company structure.

       

      W.           Repurchase
Price shall mean the lower of (i) the
Exercise Price or (ii) the Fair Market Value per share of Common Stock on
the date of Participant's cessation of Service.

       

      X.           
Repurchase
Right shall mean the right granted to the Corporation in accordance with
Article D.

       

      Y.            
SEC
shall mean the Securities and Exchange Commission.

       

      Z.            
Service
shall mean the Participant's performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an employee, subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance, a non-employee member of the board of
directors or an independent consultant.

       

      AA.         Stock
Issuance Program shall mean the Stock Issuance Program under the
Plan.


      
        
           


        

        
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      AB.          Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      AC.          Target
Shares shall have the meaning assigned to such term in
Paragraph E.2.

       

      AD.         Vesting
Schedule shall mean the vesting schedule specified in Paragraph D.3
pursuant to which Participant is to vest in the Purchased Shares in a series of
installments over the Participant's period of Service.

       

      AE.          Unvested
Shares shall have the meaning assigned to such term in
Paragraph D.1.



      
        
           


        

        
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      ADDENDUM
TO

      STOCK
ISSUANCE AGREEMENT

       

      The
following provisions are hereby incorporated into, and are hereby made a part
of, that certain Stock Issuance Agreement (the "Issuance Agreement") by and
between OcuSense, Inc. (the "Corporation") and _________________ ("Participant")
evidencing the shares of Common Stock purchased on this date by Participant
under the Corporation's 2003 Stock Option/Stock Issuance Plan, and such
provisions shall be effective immediately.  All capitalized terms in
this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to such terms in the Issuance Agreement.

       

      INVOLUNTARY
TERMINATION FOLLOWING

      A
CHANGE IN CONTROL

       

      1.            
To the extent the Repurchase Right is assigned to the successor corporation (or
parent thereof) in connection with a Change in Control or is otherwise to
continue in rail force and effect pursuant to the terms of the Change in Control
transaction, no accelerated vesting of the Purchased Shares shall occur upon
that Change in Control, and the Repurchase Right shall continue to remain in
full force and effect in accordance with the provisions of the Issuance
Agreement.  Participant shall, over his or her period of Service
following such Change in Control, continue to vest in the Purchased Shares in
one or more installments in accordance with the provisions of the Issuance
Agreement.  However, upon an Involuntary Termination of Participant's
Service within eighteen (18) months following such Change in Control, the
Repurchase Right shall terminate automatically, and all the Purchased Shares
shall immediately vest in full at that time.  Any unvested escrow
account maintained on Participant's behalf pursuant to Paragraph D.5 of the
Issuance Agreement shall also vest at the time of such Involuntary Termination
and shall be paid to Participant promptly thereafter.

       

      
        	
                 
      

              	
                2.

              	
                For
      purposes of this Addendum, the following definitions shall be in
      effect:

              


      

       

      An Involuntary Termination shall
mean the termination of Participant's Service by reason of:

       

      (a)   
Participant's involuntary dismissal or discharge by the Corporation for reasons
other than for Misconduct, or

       

      (a)   
Participant's voluntary resignation following (1) a change in his or her
position with the Corporation (or Parent or Subsidiary employing Participant)
which materially reduces his or her duties and responsibilities or the level of
management to which he or she reports, (2) a reduction in Participant's level of
compensation (including base salary, fringe benefits and target bonus under any
corporate-performance based incentive programs) by more than fifteen percent
(15%) or (3) a relocation of Participant's place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation is
effected by the Corporation without Participant's consent.


      
        
           


        

        
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      Misconduct shall include the
termination of Participant's Service by reason of Participant's commission of
any act of fraud, embezzlement or dishonesty, any unauthorized use or disclosure
by Participant of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner.  The foregoing
definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss Participant or
any other person in the Service of the Corporation (or any Parent or Subsidiary)
for any other acts or omissions, but such other acts or omissions shall not be
deemed, for purposes of the Plan and this Addendum, to constitute grounds for
termination for Misconduct.

       

      IN WITNESS WHEREOF, OcuSense,
Inc. has caused this Addendum to be executed by its duly-authorized officer as
of the Effective Date specified below.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  OCUSENSE,
      INC.

                                
	 	 	 
	 
      	
                                  By:

                                	 
      
	 	 	 
	 
      	
                                  Title:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        


        
          
            
              
                
                  
                    
                      	
                              EFFECTIVE
      DATE:

                            	
                               

                            	 ,	 
      	 


                    

                  

                

              

            

          

        


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