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                                                                    EXHIBIT 10.1

No. __________                                                  _________ Shares



                              TRIPATH IMAGING, INC.
                 Amended and Restated 1996 Equity Incentive Plan

                       Incentive Stock Option Certificate


         TriPath Imaging, Inc. (the "Company"), a Delaware corporation, hereby
grants to the person named below an option to purchase shares of Common Stock,
$0.01 par value, of the Company (the "Option") under and subject to the
Company's Amended and Restated 1996 Equity Incentive Plan (the "Plan")
exercisable on the following terms and conditions and those set forth on the
reverse side of this certificate:

Name of Optionholder:                               ____________________________

Address:          ____________________________

Social Security No.                                 ____________________________

                                                    ____________________________

Number of Shares:                                             __________________

Option Price:                                                 __________________

Date of Grant:                                                __________________

Exercisability Schedule:                        [to be set at the time of Grant]

Expiration Date:              [ten years from the Date of Grant as stated above]


         This Option is intended to be treated as an Incentive Stock Option
under section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         By acceptance of this Option, the Optionholder agrees to the terms and
conditions hereof.

                                                    TRIPATH IMAGING, INC.



                                                    By:
                                                       ------------------------


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      TRIPATH IMAGING, INC. AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN

                   INCENTIVE STOCK OPTION TERMS AND CONDITIONS


         1. Plan Incorporated by Reference. This Option is issued pursuant to
the terms of the Plan and may be amended as provided in the Plan. Capitalized
terms used and not otherwise defined in this certificate have the meanings given
to them in the Plan. This certificate does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. The
Committee administers the Plan and its determinations regarding the operation of
the Plan are final and binding. Copies of the Plan may be obtained upon written
request without charge from the Corporate Counsel of the Company.

         2. Option Price. The price to be paid for each share of Common Stock
issued upon exercise of the whole or any part of this Option is the Option Price
set forth on the face of this certificate.

         3. Exercisability Schedule. This Option may be exercised at any time
and from time to time for the number of shares and in accordance with the
exercisability schedule set forth on the face of this certificate, but only for
the purchase of whole shares. This Option may not be exercised as to any shares
after the Expiration Date.

         4. Method of Exercise. To exercise this Option, the Optionholder shall
deliver written notice of exercise to the Company specifying the number of
shares with respect to which the Option is being exercised accompanied by
payment of the Option Price for such shares in cash, by certified check or in
such other form, including shares of Common Stock of the Company valued at their
Fair Market Value on the date of delivery or a payment commitment of a financial
or brokerage institution. Promptly following such notice, the Company will
deliver to the Optionholder a certificate representing the number of shares with
respect to which the Option is being exercised.

         5. Rights as a Stockholder or Employee. The Optionholder shall not have
any rights in respect of shares as to which the Option shall not have been
exercised and payment made as provided above. The Optionholder is an
employee-at-will unless, and only to the extent, provided in a separate written
agreement executed by the chief executive officer of the Company or his duly
authorized designee, and neither the Plan nor the grant of this Option shall be
deemed to give the Optionholder the right to continued employment or to limit
the right of the Company to discharge the Optionholder at any time.

         6. Recapitalization, Mergers, Etc. As provided in the Plan, in the
event of corporate transactions affecting the Company's outstanding Common
Stock, the Committee shall equitably adjust the number and kind of shares
subject to this Option and the exercise price hereunder or make provision for a
cash payment. If such transaction involves a consolidation or merger of the
Company with another entity, the sale, lease or exchange of all or substantially
all of the assets of the Company or a reorganization or liquidation of the
Company, then in lieu of the foregoing, the Committee shall upon written notice
to the Optionholder provide that this Option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Committee shall accelerate or waive any
deferred exercise period.

         7. Option Not Transferable. This Option is not transferable by the
Optionholder otherwise than by will or the laws of descent and distribution, and
is exercisable, during the Optionholder's lifetime, only by the Optionholder.
The naming of a Designated Beneficiary does not constitute a transfer.

         8. Exercise of Option After Termination of Employment. If the
Optionholder's status as an employee or consultant of (a) the Company, (b) an
Affiliate, or (c) a corporation (or parent or subsidiary corporation of such
corporation) issuing or assuming a stock option in a transaction to which
section 424(a) of the Code applies, is terminated for cause the Optionholder may
exercise the rights that were available to the Optionholder at the time of such
termination only within 10 days from the date of termination. If such status is
terminated for reason other than for cause or by retirement at normal retirement
age, the Optionholder's rights hereunder may be exercised within three months
from the date of termination. If the Optionholder's employment is terminated
because of disability (within the meaning of the section 22(e)(3) of the Code),
such rights may be exercised within twelve months from the date of termination.
Upon the death of the Optionholder, his or her Designated Beneficiary shall have
the right, at any time within 12 months after the date of death, to exercise in
whole or in part any rights that were available to the Optionholder at the time
of death. Notwithstanding the foregoing, no rights under this Option may be
exercised after the Expiration Date. For purposes of this paragraph, if the
Optionholder is on military leave, approved sick leave, or other bona fide leave
of absence, his or her employment will be treated as continuing throughout the
period of absence if (a) such period does not exceed 90 days or (b), if longer,
so long as the Optionholder's right to reemployment is guaranteed either by
statute or by written agreement with the Company; otherwise, the Optionholder's
employment will be deemed to have terminated for cause on the 91st day of such
absence.

         9. Compliance with Securities Laws. It shall be a condition to the
Optionholder's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly listed,
upon official notice of issuance, upon any national securities exchange or
automated quotation system on which the Company's Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the
Securities Act of 1933 with respect to the shares shall be in effect, or (ii) in
the opinion of counsel for the Company, the proposed purchase shall be exempt
from registration under that Act and the Optionholder shall have made such
undertakings and agreements with the Company as the Company may reasonably
require, and (c) that such other steps, if any, as counsel for the Company shall
consider necessary to comply with any law applicable to the issue of such shares
by the Company shall have been taken by the Company or the Optionholder, or
both. The certificates representing the shares purchased under this Option may
contain such legends as counsel for the Company shall consider necessary to
comply with any applicable law.

         10. Payment of Taxes. The Optionholder shall pay to the Company, or
make provision satisfactory to the Company for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option. The Committee
may, in its discretion, require any other Federal or state taxes imposed on the
sale of the shares to be paid by the Optionholder. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of this Option, valued
at their Fair Market Value on the date of delivery. The Company and its
Affiliates may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionholder.

         11. Notice of Sale of Shares Required. The Optionholder agrees to
notify the Company in writing within 30 days of the disposition of any shares
purchased upon exercise of this Option if such disposition occurs within two
years of the date of the grant of this Option or within one year after such
purchase.


                                                                    Adopted 6/02