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                                                                   EXHIBIT 10.25

                          MOLECULAR DEVICES CORPORATION
                             1995 STOCK OPTION PLAN

              ADOPTED BY THE BOARD OF DIRECTORS ON OCTOBER 30, 1995
                APPROVED BY THE STOCKHOLDERS ON DECEMBER 12, 1995
                    AMENDED BY THE BOARD ON JANUARY 29, 1999
                 AS APPROVED BY THE STOCKHOLDERS ON MAY 20, 1999
           MENDED BY THE BOARD ON FEBRUARY 15, 2001 AND APRIL 17, 2001
                 AS APPROVED BY THE STOCKHOLDERS ON MAY 24, 2001
                    AMENDED BY THE BOARD ON JANUARY 31, 2002
                 AS APPROVED BY THE STOCKHOLDERS ON MAY 23, 2002
                    AMENDED BY THE BOARD ON FEBRUARY 6, 2003
                 AS APPROVED BY THE STOCKHOLDERS ON MAY 29, 2003
                    AMENDED BY THE BOARD ON FEBRUARY 11, 2004
                AS APPROVED BY THE STOCKHOLDERS ON JUNE 30, 2004
                      AMENDED BY THE BOARD ON JULY 29, 2004

1.    PURPOSES.

      (a) The purpose of the Plan is to provide a means by which selected
      Employees and Directors of and Consultants to the Company, and its
      Affiliates, may be given an opportunity to purchase stock of the Company.

      (b) The Company, by means of the Plan, seeks to retain the services of
      persons who are now Employees or Directors of or Consultants to the
      Company or its Affiliates, to secure and retain the services of new
      Employees, Directors and Consultants, and to provide incentives for such
      persons to exert maximum efforts for the success of the Company and its
      Affiliates.

      (c) The Company intends that the Options issued under the Plan shall, in
      the discretion of the Board or any Committee to which responsibility for
      administration of the Plan has been delegated pursuant to subsection 3(c),
      be either Incentive Stock Options or Nonstatutory Stock Options. All
      Options shall be separately designated Incentive Stock Options or
      Nonstatutory Stock Options at the time of grant, and in such form as
      issued pursuant to Section 6, and a separate certificate or certificates
      will be issued for shares purchased on exercise of each type of Option.

2.    DEFINITIONS.

      (a) "Affiliate" means any parent corporation or subsidiary corporation,
      whether now or hereafter existing, as those terms are defined in Sections
      424(e) and (f) respectively, of the Code.

      (b) "Board" means the Board of Directors of the Company.

      (c) "Code" means the Internal Revenue Code of 1986, as amended.

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      (d) "Committee" means a Committee appointed by the Board in accordance
      with subsection 3(c) of the Plan.

      (e) "Company" means Molecular Devices Corporation.

      (f) "Consultant" means any person, including an advisor, engaged by the
      Company or an Affiliate to render consulting services and who is
      compensated for such services, provided that the term "Consultant" shall
      not include Directors who are paid only a director's fee by the Company or
      who are not compensated by the Company for their services as Directors.

      (g) "Continuous Status as an Employee, Director or Consultant" means the
      employment or relationship as a Director or Consultant is not interrupted
      or terminated. The Board, in its sole discretion, may determine whether
      Continuous Status as an Employee, Director or Consultant shall be
      considered interrupted in the case of: (i) any leave of absence approved
      by the Board, including sick leave, military leave, or any other personal
      leave; or (ii) transfers between locations of the Company or between the
      Company, Affiliates or their successors.

      (h) "Covered Employee" means the chief executive officer and the four (4)
      other highest compensated officers of the Company for whom total
      compensation is required to be reported to shareholders under the Exchange
      Act, as determined for purposes of Section 162(m) of the Code.

      (i) "Director" means a member of the Board.

      (j) "Employee" means any person, including Officers and Directors,
      employed by the Company or any Affiliate of the Company. Neither service
      as a Director nor payment of a director's fee by the Company shall be
      sufficient to constitute "employment" by the Company.

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

      (l) "Fair Market Value" means as of any date, the value of the Common
      Stock of the Company determined as follows:

            (1) If the common stock is listed on any established stock exchange
            or a national market system, including without limitation the
            National Market System of the National Association of Securities
            Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market
            Value of a share of common stock shall be the closing sales price
            for such stock (or the closing bid, if no sales were reported) as
            quoted on such system or exchange (or the exchange with the greatest
            volume of trading in common stock) on the last market trading day
            prior to the day of determination, as reported in the Wall Street
            Journal or such other source as the Board deems reliable;

            (2) If the common stock is quoted on the NASDAQ System (but not on
            the National Market System thereof) or is regularly quoted by a
            recognized

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            securities dealer but selling prices are not reported, the Fair
            Market Value of a share of common stock shall be the mean between
            the bid and asked prices for the common stock on the last market
            trading day prior to the day of determination, as reported in the
            Wall Street Journal or such other source as the Board deems
            reliable;

            (3) In the absence of an established market for the common stock,
            the Fair Market Value shall be determined in good faith by the
            Board.

      (m) "Incentive Stock Option" means an Option intended to qualify as an
      incentive stock option within the meaning of Section 422 of the Code and
      the regulations promulgated thereunder.

      (n) "Non-Employee Director" means a Director of the Company who either (i)
      is not a current Employee or Officer of the Company or its parent or a
      subsidiary, does not receive compensation (directly or indirectly) from
      the Company or its parent or a subsidiary for services rendered as a
      consultant or in any capacity other than as a Director (except for an
      amount as to which disclosure would not be required under Item 404(a) of
      Regulation S-K promulgated pursuant to the Securities Act ("Regulation
      S-K")), does not possess an interest in any other transaction as to which
      disclosure would be required under Item 404(a) of Regulation S-K and is
      not engaged in a business relationship as to which disclosure would be
      required under Item 404(b) of Regulation S-K; or (ii) is otherwise
      considered a "non-employee director" for purposes of Rule 16b-3.

      (o) "Nonstatutory Stock Option" means an Option not intended to qualify as
      an Incentive Stock Option.

      (p) "Officer" means a person who is an officer of the Company within the
      meaning of Section 16 of the Exchange Act and the rules and regulations
      promulgated thereunder.

      (q) "Option" means a stock option granted pursuant to the Plan.

      (r) "Option Agreement" means a written agreement between the Company and
      an Optionee evidencing the terms and conditions of an individual Option
      grant. Each Option Agreement shall be subject to the terms and conditions
      of the Plan.

      (s) "Optionee" means an Employee, Director or Consultant who holds an
      outstanding Option.

      (t) "Outside Director" means a Director who either (i) is not a current
      employee of the Company or an "affiliated corporation" (within the meaning
      of the Treasury regulations promulgated under Section 162(m) of the Code),
      is not a former employee of the Company or an "affiliated corporation"
      receiving compensation for prior services (other than benefits under a tax
      qualified pension plan), was not an officer of the Company or an
      "affiliated corporation" at any time, and is not currently receiving
      direct or indirect remuneration from the Company or an "affiliated
      corporation" for services

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      in any capacity other than as a Director, or (ii) is otherwise considered
      an "outside director" for purposes of Section 162(m) of the Code.

      (u) "Plan" means this Molecular Devices 1995 Stock Option Plan.

      (v) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
      Rule 16b-3, as in effect when discretion is being exercised with respect
      to the Plan.

3.    ADMINISTRATION.

      (a) The Plan shall be administered by the Board unless and until the Board
      delegates administration to a Committee, as provided in subsection 3(c).

      (b) The Board shall have the power, subject to, and within the limitations
      of, the express provisions of the Plan:

            (1) To determine from time to time which of the persons eligible
            under the Plan shall be granted Options; when and how each Option
            shall be granted; whether an Option will be an Incentive Stock
            Option or a Nonstatutory Stock Option; the provisions of each Option
            granted (which need not be identical), including the time or times
            such Option may be exercised in whole or in part; and the number of
            shares for which an Option shall be granted to each such person.

            (2) To construe and interpret the Plan and Options granted under it,
            and to establish, amend and revoke rules and regulations for its
            administration. The Board, in the exercise of this power, may
            correct any defect, omission or inconsistency in the Plan or in any
            Option Agreement, in a manner and to the extent it shall deem
            necessary or expedient to make the Plan fully effective.

            (3) Subject to the provisions of Section 13 hereof, to amend the
            Plan or an Option as provided in Section 11.

            (4) Generally, to exercise such powers and to perform such acts as
            the Board deems necessary or expedient to promote the best interests
            of the Company.

      (c) The Board may delegate administration of the Plan to a committee
      composed of not fewer than two (2) members (the "Committee"), all of the
      members of which Committee shall be Non-Employee Directors and may also
      be, in the discretion of the Board, Outside Directors. If administration
      is delegated to a Committee, the Committee shall have, in connection with
      the administration of the Plan, the powers theretofore possessed by the
      Board (and references in this Plan to the Board shall thereafter be to the
      Committee), subject, however, to such resolutions, not inconsistent with
      the provisions of the Plan, as may be adopted from time to time by the
      Board. The Board may abolish the Committee at any time and revest in the
      Board the administration of the Plan. Notwithstanding anything in this
      Section 3 to the contrary, the Board or the Committee may delegate to a
      committee of one or more members of the Board the authority to grant
      Options to eligible persons who (1) are not then subject

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      to Section 16 of the Exchange Act and/or (2) are either (i) not then
      Covered Employees and are not expected to be Covered Employees at the time
      of recognition of income resulting from such Option, or (ii) not persons
      with respect to whom the Company wishes to comply with Section 162(m) of
      the Code.

4.    SHARES SUBJECT TO THE PLAN.

      (a) Subject to the provisions of Section 10 relating to adjustments upon
      changes in stock, the stock that may be sold pursuant to Options shall not
      exceed in the aggregate four million fifty thousand (4,050,000) shares of
      Company common stock, plus up to one million (1,000,000) shares of Company
      Common Stock to the extent that such shares previously reserved under the
      Company's terminated 1988 Stock Option Plan (the "1988 Plan") (i) have
      not, as of the date of the adoption of this Plan, previously been issued
      pursuant to the exercise of options under the 1988 Plan, and (ii) are not,
      as of the date of adoption of this Plan, subject to options outstanding
      under the 1988 Plan. If any Option granted under the Plan or any stock
      option granted under the 1988 Plan shall for any reason expire or
      otherwise terminate, in whole or in part, without having been exercised in
      full, the stock not acquired shall revert to and again become available
      for issuance under this Plan.

      (b) The stock subject to the Plan may be unissued shares or reacquired
      shares, bought on the market or otherwise.

5.    ELIGIBILITY.

      (a) Incentive Stock Options may be granted only to Employees. Nonstatutory
      Stock Options may be granted only to Employees, Directors or Consultants.

      (b) No person shall be eligible for the grant of an Option if, at the time
      of grant, such person owns (or is deemed to own pursuant to Section 424(d)
      of the Code) stock possessing more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or of any of
      its Affiliates unless the exercise price of such Option is at least one
      hundred ten percent (110%) of the Fair Market Value of such stock at the
      date of grant and the Option is not exercisable after the expiration of
      five (5) years from the date of grant.

      (c) Subject to the provisions of Section 10 relating to adjustments upon
      changes in stock, no person shall be eligible to be granted Options
      covering more than Five Hundred Thousand (500,000) shares of the Company's
      common stock in any calendar year.

6.    OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

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      (a) Term. No Option shall be exercisable after the expiration of ten (10)
      years from the date it was granted.

      (b) Price. The exercise price of each Incentive Stock Option shall be not
      less than one hundred percent (100%) of the Fair Market Value of the stock
      subject to the Option on the date the Option is granted. The exercise
      price of each Nonstatutory Stock Option shall be not less than eighty-five
      percent (85%) of the Fair Market Value of the stock subject to the Option
      on the date the Option is granted. Notwithstanding the foregoing, an
      Option (whether and Incentive Stock Option or Nonstatutory Stock Option)
      may be granted with an option exercise price lower than that set forth
      above if such option is granted pursuant to an assumption or substitution
      for another option in a manner qualifying with the provisions of Section
      424(a) of the Code.

      (c) Consideration. The purchase price of stock acquired pursuant to an
      Option shall be paid, to the extent permitted by applicable statutes and
      regulations, either (i) in cash at the time the Option is exercised, or
      (ii) at the discretion of the Board or the Committee, at the time of the
      grant of the Option, (A) by delivery to the Company of other common stock
      of the Company, (B) according to a deferred payment or other arrangement
      (which may include, without limiting the generality of the foregoing, the
      use of other common stock of the Company) with the person to whom the
      Option is granted or to whom the Option is transferred pursuant to
      subsection 6(d), or (C) in any other form of legal consideration that may
      be acceptable to the Board.

In the case of any deferred payment arrangement, interest shall be payable at
least annually and shall be charged at the minimum rate of interest necessary to
avoid the treatment as interest, under any applicable provisions of the Code, of
any amounts other than amounts stated to be interest under the deferred payment
arrangement.

      (d) Transferability. An Option shall not be transferable except by will or
      by the laws of descent and distribution, and shall be exercisable during
      the lifetime of the person to whom the Option is granted only by such
      person. A Nonstatutory Stock Option shall not be transferable except by
      will or by the laws of descent and distribution or pursuant to a domestic
      relations order satisfying the requirements of Rule 16b-3 and the rules
      thereunder (a "DRO"), and shall be exercisable during the lifetime of the
      person to whom the Option is granted only by such person or any transferee
      pursuant to a DRO. The person to whom the Option is granted may, by
      delivering written notice to the Company, in a form satisfactory to the
      Company, designate a third party who, in the event of the death of the
      Optionee, shall thereafter be entitled to exercise the Option.

      (e) Vesting. The total number of shares of stock subject to an Option may,
      but need not, be allotted in periodic installments (which may, but need
      not, be equal). The Option Agreement may provide that from time to time
      during each of such installment periods, the Option may become exercisable
      ("vest") with respect to some or all of the shares allotted to that
      period, and may be exercised with respect to some or all of the shares
      allotted to such period and/or any prior period as to which the Option
      became vested but was not fully exercised. The Option may be subject to
      such other terms and conditions on the time or times when it may be
      exercised (which may be based on

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      performance or other criteria) as the Board may deem appropriate. The
      provisions of this subsection 6(e) are subject to any Option provisions
      governing the minimum number of shares as to which an Option may be
      exercised.

      (f) Securities Law Compliance. The Company may require any Optionee, or
      any person to whom an Option is transferred under subsection 6(d), as a
      condition of exercising any such Option, (1) to give written assurances
      satisfactory to the Company as to the Optionee's knowledge and experience
      in financial and business matters and/or to employ a purchaser
      representative reasonably satisfactory to the Company who is knowledgeable
      and experienced in financial and business matters, and that he or she is
      capable of evaluating, alone or together with the purchaser
      representative, the merits and risks of exercising the Option; and (2) to
      give written assurances satisfactory to the Company stating that such
      person is acquiring the stock subject to the Option for such person's own
      account and not with any present intention of selling or otherwise
      distributing the stock. The foregoing requirements, and any assurances
      given pursuant to such requirements, shall be inoperative if (i) the
      issuance of the shares upon the exercise of the Option has been registered
      under a then currently effective registration statement under the
      Securities Act of 1933, as amended (the "Securities Act"), or (ii) as to
      any particular requirement, a determination is made by counsel for the
      Company that such requirement need not be met in the circumstances under
      the then applicable securities laws. The Company may, upon advice of
      counsel to the Company, place legends on stock certificates issued under
      the Plan as such counsel deems necessary or appropriate in order to comply
      with applicable securities laws, including, but not limited to, legends
      restricting the transfer of the stock.

      (g) Termination of Employment or Relationship as a Director or Consultant.
      In the event an Optionee's Continuous Status as an Employee, Director or
      Consultant terminates (other than upon the Optionee's death or
      disability), the Optionee may exercise his or her Option (to the extent
      that the Optionee was entitled to exercise it at the date of termination)
      but only within such period of time ending on the earlier of (i) the date
      three (3) months after the termination of the Optionee's Continuous Status
      as an Employee, Director or Consultant, or such longer or shorter period
      specified in the Option Agreement, or (ii) the expiration of the term of
      the Option as set forth in the Option Agreement. If, after termination,
      the Optionee does not exercise his or her Option within the time specified
      in the Option Agreement, the Option shall terminate, and the shares
      covered by such Option shall revert to and again become available for
      issuance under the Plan.

      (h) Disability of Optionee. In the event an Optionee's Continuous Status
      as an Employee, Director or Consultant terminates as a result of the
      Optionee's disability, the Optionee may exercise his or her Option (to the
      extent that the Optionee was entitled to exercise it at the date of
      termination), but only within such period of time ending on the earlier of
      (i) the date twelve (12) months following such termination (or such longer
      or shorter period specified in the Option Agreement), or (ii) the
      expiration of the term of the Option as set forth in the Option Agreement.
      If, at the date of termination, the Optionee is not entitled to exercise
      his or her entire Option, the shares covered by the unexercisable portion
      of the Option shall revert to and again become available for

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      issuance under the Plan. If, after termination, the Optionee does not
      exercise his or her Option within the time specified herein, the Option
      shall terminate, and the shares covered by such Option shall revert to and
      again become available for issuance under the Plan.

      (i) Death of Optionee. In the event of the death of an Optionee during, or
      within a period specified in the Option after the termination of, the
      Optionee's Continuous Status as an Employee, Director or Consultant, the
      Option may be exercised (to the extent the Optionee was entitled to
      exercise the Option at the date of death) by the Optionee's estate, by a
      person who acquired the right to exercise the Option by bequest or
      inheritance or by a person designated to exercise the option upon the
      Optionee's death pursuant to subsection 6(d), but only within the period
      ending on the earlier of (i) the date eighteen (18) months following the
      date of death (or such longer or shorter period specified in the Option
      Agreement), or (ii) the expiration of the term of such Option as set forth
      in the Option Agreement. If, at the time of death, the Optionee was not
      entitled to exercise his or her entire Option, the shares covered by the
      unexercisable portion of the Option shall revert to and again become
      available for issuance under the Plan. If, after death, the Option is not
      exercised within the time specified herein, the Option shall terminate,
      and the shares covered by such Option shall revert to and again become
      available for issuance under the Plan.

      (j) Early Exercise. The Option may, but need not, include a provision
      whereby the Optionee may elect at any time while an Employee, Director or
      Consultant to exercise the Option as to any part or all of the shares
      subject to the Option prior to the full vesting of the Option. Any
      unvested shares so purchased may be subject to a repurchase right in favor
      of the Company or to any other restriction the Board determines to be
      appropriate.

      (k) Withholding. To the extent provided by the terms of an Option
      Agreement, the Optionee may satisfy any federal, state or local tax
      withholding obligation relating to the exercise of such Option by any of
      the following means or by a combination of such means: (1) tendering a
      cash payment; (2) authorizing the Company to withhold shares from the
      shares of the common stock otherwise issuable to the Optionee as a result
      of the exercise of the Option; or (3) delivering to the Company owned and
      unencumbered shares of the common stock of the Company.

7.    COVENANTS OF THE COMPANY.

      (a) During the terms of the Options, the Company shall keep available at
      all times the number of shares of stock required to satisfy such Options.

      (b) The Company shall seek to obtain from each regulatory commission or
      agency having jurisdiction over the Plan such authority as may be required
      to issue and sell shares of stock upon exercise of the Options; provided,
      however, that this undertaking shall not require the Company to register
      under the Securities Act either the Plan, any Option or any stock issued
      or issuable pursuant to any such Option. If, after reasonable efforts, the
      Company is unable to obtain from any such regulatory commission or

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      agency the authority which counsel for the Company deems necessary for the
      lawful issuance and sale of stock under the Plan, the Company shall be
      relieved from any liability for failure to issue and sell stock upon
      exercise of such Options unless and until such authority is obtained.

8.    USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Options shall constitute general
funds of the Company.

9.    MISCELLANEOUS.

      (a) The Board shall have the power to accelerate the time at which an
      Option may first be exercised or the time during which an Option or any
      part thereof will vest pursuant to subsection 6(e), notwithstanding the
      provisions in the Option stating the time at which it may first be
      exercised or the time during which it will vest.

      (b) Neither an Optionee nor any person to whom an Option is transferred
      under subsection 6(d) shall be deemed to be the holder of, or to have any
      of the rights of a holder with respect to, any shares subject to such
      Option unless and until such person has satisfied all requirements for
      exercise of the Option pursuant to its terms.

      (c) Nothing in the Plan or any instrument executed or Option granted
      pursuant thereto shall confer upon any Employee, Director, Consultant or
      Optionee any right to continue in the employ of the Company or any
      Affiliate (or to continue acting as a Director or Consultant) or shall
      affect the right of the Company or any Affiliate to terminate the
      employment or relationship as a Director or Consultant of any Employee,
      Director, Consultant or Optionee with or without cause.

      (d) To the extent that the aggregate Fair Market Value (determined at the
      time of grant) of stock with respect to which Incentive Stock Options
      granted after 1986 are exercisable for the first time by any Optionee
      during any calendar year under all plans of the Company and its Affiliates
      exceeds one hundred thousand dollars ($100,000), the Options or portions
      thereof which exceed such limit (according to the order in which they were
      granted) shall be treated as Nonstatutory Stock Options.

10.   ADJUSTMENTS UPON CHANGES IN STOCK.

      (a) If any change is made in the stock subject to the Plan, or subject to
      any Option (through merger, consolidation, reorganization,
      recapitalization, stock dividend, dividend in property other than cash,
      stock split, liquidating dividend, combination of shares, exchange of
      shares, change in corporate structure or otherwise), the Plan will be
      appropriately adjusted in the types of securities and maximum number of
      shares subject to the Plan pursuant to subsection 4(a) and the maximum
      number of shares subject to award to any person during any calendar year
      pursuant to subsection 5(c), and the outstanding Options will be
      appropriately adjusted in the types of securities and number of shares and
      price per share of stock subject to such outstanding Options.

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      (b) In the event of: (1) a dissolution, liquidation or sale of
      substantially all of the assets of the Company; (2) a merger or
      consolidation in which the Company is not the surviving corporation; or
      (3) a reverse merger in which the Company is the surviving corporation but
      the shares of the Company's common stock outstanding immediately preceding
      the merger are converted by virtue of the merger into other property,
      whether in the form of securities, cash or otherwise, then to the extent
      permitted by applicable law: (i) any surviving corporation shall assume
      any Options outstanding under the Plan or shall substitute similar Options
      for those outstanding under the Plan, or (ii) such Options shall continue
      in full force and effect. In the event any surviving corporation refuses
      to assume or continue such Options, or to substitute similar options for
      those outstanding under the Plan, then, with respect to Options held by
      persons then performing services as Employees, Directors or Consultants,
      then such Options shall be terminated if not exercised prior to such
      event; provided, however, that the time during which such Options may be
      exercised may, at the discretion of the Board of Directors, be accelerated
      and the Options terminated if not exercised prior to such event.

11.   AMENDMENT OF THE PLAN AND OPTIONS.

      (a) The Board at any time, and from time to time, may amend the Plan.
      However, except as provided in Section 10 relating to adjustments upon
      changes in stock, no amendment shall be effective unless approved by the
      stockholders of the Company within twelve (12) months before or after the
      adoption of the amendment, where the amendment will:

            (1) Increase the number of shares reserved for Options under the
            Plan;

            (2) Modify the requirements as to eligibility for participation in
            the Plan (to the extent such modification requires stockholder
            approval in order for the Plan to satisfy the requirements of
            Section 422 of the Code or any Nasdaq or securities exchange listing
            requirements); or

            (3) Modify the Plan in any other way if such modification requires
            stockholder approval in order for the Plan to satisfy the
            requirements of Section 422 of the Code or to comply with the
            requirements of Rule 16b-3, or any Nasdaq or securities exchange
            listing requirements.

      (b) The Board may in its sole discretion submit any other amendment to the
      Plan for stockholder approval, including, but not limited to, amendments
      to the Plan intended to satisfy the requirements of Section 162(m) of the
      Code and the regulations promulgated thereunder regarding the exclusion of
      performance-based compensation from the limit on corporate deductibility
      of compensation paid to certain executive officers.

      (c) It is expressly contemplated that the Board may amend the Plan in any
      respect the Board deems necessary or advisable to provide Optionees with
      the maximum benefits provided or to be provided under the provisions of
      the Code and the regulations promulgated thereunder relating to Incentive
      Stock Options and/or to bring the Plan and/or Incentive Stock Options
      granted under it into compliance therewith.

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      (d) Rights and obligations under any Option granted before amendment of
      the Plan shall not be impaired by any amendment of the Plan unless (i) the
      Company requests the consent of the person to whom the Option was granted
      and (ii) such person consents in writing.

      (e) Subject to the provisions of Section 13 hereof, the Board at any time,
      and from time to time, may amend the terms of any one or more Options;
      provided, however, that the rights and obligations under any Option shall
      not be impaired by any such amendment unless (i) the Company requests the
      consent of the person to whom the Option was granted and (ii) such person
      consents in writing.

12.   TERMINATION OR SUSPENSION OF THE PLAN.

      (a) The Board may suspend or terminate the Plan at any time. Unless sooner
      terminated, the Plan shall terminate on October 29, 2005, which shall be
      within ten (10) years from the date the Plan is adopted by the Board or
      approved by the stockholders of the Company, whichever is earlier. No
      Options may be granted under the Plan while the Plan is suspended or after
      it is terminated.

      (b) Rights and obligations under any Option granted while the Plan is in
      effect shall not be impaired by suspension or termination of the Plan,
      except with the consent of the person to whom the Option was granted.

13. PRIOR STOCKHOLDER APPROVAL OF OPTION REPRICINGS.

Notwithstanding anything to the contrary herein, the Board shall not, without
first obtaining the approval of the stockholders of the Company, (i) reduce the
exercise price of any outstanding Option under the Plan, (ii) cancel any
outstanding Option under the Plan and replace it with an Option with a lower
exercise price, (iii) accept any outstanding Option in exchange for a new Option
with a lower exercise price, or (iv) take any other action that is treated as a
"repricing" under generally accepted accounting principles.

14.   EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board,
and, if required, an appropriate permit has been issued by the Commissioner of
Corporations of the State of California.

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