SANGUI
BIOTECH INTERNATIONAL, INC.


AMENDED
AND RESTATED


LONG-TERM
INCENTIVE PLAN




Sangui
Biotech International, Inc., a Colorado corporation (the “Company”), hereby
adopts this Amended and Restated Long-Term Incentive Plan (the
“Plan”).





1.           Purposes of the
Plan.  The Board has adopted this Plan with the intent, and
directs that it be administered as necessary, to attract and retain the best
available personnel for positions of substantial responsibility; provide
additional incentive to Employees, Directors and Consultants; and promote the
success of the Company’s business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant.  Stock Purchase Rights and
Restricted Stock Units may also be granted under the Plan.





2.           Definitions.  As
used herein, the following definitions shall apply:





(a)           “Administrator” means the
Board or any of its Committees as shall be administering the Plan in accordance
with Section 4 of the Plan.





(b)           “Applicable Laws” means the
requirements relating to the administration of stock option plans under the
corporate laws of the State of Colorado, federal and state securities laws, the
Code, the regulations and policies of any stock exchange or quotation system on
which the Common Stock is listed or quoted, and the Applicable Laws of any
foreign country or jurisdiction where Options, Stock Purchase Rights, or
Restricted Stock Units are or will be granted under the Plan.





(c)           “Board” means the Board of
Directors of the Company.





(d)           “Code” means the Internal
Revenue Code of 1986, as amended.





(e)           “Committee” means a committee
of Directors appointed by the Board in accordance with Section 4 of the
Plan.





(f)           “Common Stock” means the
common stock of the Company.





(g)           “Company” means Sangui Biotech
International, Inc., a Colorado corporation.





(h)           “Consultant” means any person,
including an advisor, engaged by the Company or a Parent or Subsidiary to render
services to such entity, including, at the discretion of the Administrator, an
entity that is not a natural person.





(i)           “Director” means a member of
the Board.





(j)           “Disability” means total and
permanent disability as defined in Section 22(e)(3) of the Code.





(k)           “Employee” means any person,
including Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company.  A Service Provider shall not cease to be
an Employee in the case of (i) any leave of absence approved by the
Company(or the Parent or Subsidiary that employees the Employee) or
(ii) transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor.  For purposes of Incentive
Stock Options, no such leave may exceed 90 days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.  If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, then three months following the 91st day of such leave, any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.  Neither service as a Director nor payment of a
Director’s fee by the Company shall be sufficient to constitute “employment” by
the Company.




Page 1 of 14


(l)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.





(m)           “Fair Market Value” means, as
of any date, the value of Common Stock determined as follows:





(i)           if
the Common Stock is listed on any established stock exchange or a national
market system, including the Nasdaq National Market or the Nasdaq SmallCap
Market of the Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported by
Nasdaq, The Wall Street
Journal, or such other source as the Administrator deems
reliable;





(ii)           if
the Common Stock is regularly quoted in an inter-dealer quotation medium, but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the day of determination, as reported by such inter-dealer quotation
medium, The Wall Street
Journal, or such other source as the Administrator deems reliable;
or





(iii)           in
the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.





(n)           “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.





(o)           “Inside Director” means a
Director who is an Employee.





(p)           “Nonstatutory Stock Option”
means an Option not intended to qualify as an Incentive Stock
Option.





(q)           “Notice of Grant” means a
written or electronic notice evidencing certain terms and conditions of an
individual Option, Stock Purchase Right, or Restricted Stock Unit
grant.  The Notice of Grant is part of, and subject to the terms of,
the Option Agreement or the Restricted Stock Units Agreement as
applicable.





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





(s)           “Option” means a stock option
granted pursuant to the Plan.





(t)           “Option Agreement” means an
agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant.  The Option Agreement is
subject to the terms and conditions of the Plan.





(u)           “Option Exchange Program”
means a program whereby outstanding Options are surrendered in exchange for
Options with a lower exercise price.





(v)           “Optioned Stock” means the
Common Stock subject to an Option or Stock Purchase Right.





(w)           “Optionee” means the holder of
an outstanding Option or Stock Purchase Right granted under the
Plan.





(x)           “Outside Director” means a
Director who meets the definition of both a “Non-Employee Director” (as defined
in Rule 16b-3 of the Exchange Act) and “Outside Director” (as defined in Section
162(m) of the Code).





Page 2 of 14


(y)           “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.





(z)           “Participant” means a Service
Provider to whom the Company has granted a Restricted Stock Unit pursuant to
Section 17 of the Plan.





(aa)           “Plan” means this Amended and
Restated Long-Term Incentive Plan, as the same may be amended and restated from
time to time.





(bb)           “Restricted Stock” means
Shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights
under Section 11 of the Plan.





(cc)           “Restricted Stock Purchase
Agreement” means a written agreement between the Company and the Optionee
evidencing the terms and restrictions applying to stock purchased under a Stock
Purchase Right.  The Restricted Stock Purchase Agreement is subject to
the terms and conditions of the Plan and the Notice of Grant.





(dd)           “Restricted Stock Unit” means
a bookkeeping entry representing a right granted to a Participant pursuant to
Section 12 of the Plan to receive a share of Common Stock on a date determined
in accordance with Section 12 of the Plan and the Participant’s Restricted Stock
Units Agreement.





(ee)           “Restricted Stock Units
Agreement” means a written agreement between the Company and a
Participant who is granted Restricted Stock Units under the Plan that contains
the terms, conditions and restrictions pertaining to the grant of the Restricted
Stock Units.





(ff)           “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.





(gg)           “Section 16(b)” means Section
16(b) of the Exchange Act.





(hh)           “Service Provider” means an
Employee, Director or Consultant.





(ii)           “Share” means a share of
Common Stock, as adjusted in accordance with Section 16 of the
Plan.





(jj)           “Stock Purchase Right” means
the right to purchase Common Stock pursuant to Section 11 of the Plan, as
evidenced by a Notice of Grant.





(kk)           “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.





3.           Stock Subject to the
Plan.  Subject to the provisions of Section 16 of the Plan, the
maximum aggregate number of Shares on which Options may be granted and which may
be sold on the exercise of such Options and under Restricted Stock Purchase
Agreements under the Plan is 10,000,000 Shares.  The Shares may be
authorized, but unissued, or reacquired Common Stock.  If an Option or
Stock Purchase Right expires or becomes unexercisable without having been
exercised in full or is surrendered pursuant to an Option Exchange Program, or
if Restricted Stock Units are forfeited, the unpurchased or unissued Shares that
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that Shares that
have actually been issued under the Plan, whether upon exercise of an Option or
Right, or upon the vesting of Restricted Stock Units, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.





Page 3 of 14


4.           Administration of the
Plan.





(a)           Procedure.





(i)           The
Board may designate different Committees to administer the Plan with respect to
different groups of Service Providers.





(ii)           To
the extent that the Administrator determines it to be desirable to qualify
Options granted hereunder as “performance-based compensation” within the meaning
of Section 162(m) of the Code, the Plan shall be administered by a Committee of
two or more “Outside Directors” within the meaning of Section 162(m) of the
Code.





(iii)           To
the extent desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder shall be structured to satisfy
the requirements for exemption under Rule 16b-3.





(iv)           Other
than as provided above, the Plan shall be administered by the Board or a
Committee, which Committee shall be constituted to satisfy Applicable
Laws.





(b)           Powers
of the Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:





(i)           to
determine the Fair Market Value pursuant to Section 2(m)(iii) of the
Plan;





(ii)           to
select the Service Providers to whom Options, Stock Purchase Rights, and
Restricted Stock Units may be granted hereunder;





(iii)           to
determine the number of Stock Purchase Rights and Shares of Common Stock to be
covered by each Option or Stock Purchase Right granted hereunder;





(iv)           to
approve forms of agreement for use under the Plan;





(v)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Option, Stock Purchase Right, or Restricted Stock Unit granted
hereunder.  Such terms and conditions include the exercise price, the
time or times when Options or Stock Purchase Rights may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any
Restricted Stock Unit, Option, or Stock Purchase Right or the Shares of Common
Stock relating thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine;





(vi)           to
cancel any Option or Stock Purchase Right if the Fair Market Value of the Common
Stock covered by such Option or Stock Purchase Right shall have declined since
the date the Option or Stock Purchase Right was granted and may issue
replacement Options or Stock Purchase Rights with an exercise price equal to the
then-current Fair Market Value;





(vii)           to
institute an Option Exchange Program;





(viii)           to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;





(ix)           to
establish, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to subplans established for the purpose
of satisfying applicable foreign laws;






Page 4 of 14


(x)           to
modify or amend each Option, Stock Purchase Right, or Restricted Stock Unit
(subject to Section 18(c) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;





(xi)           to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Option, Stock Purchase Right, or Restricted Stock Unit
previously granted by the Administrator;





(xii)           to
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or in any Option or Restricted Stock Units Agreement, in a manner and to
the extent it shall deem necessary, all of which determinations and
interpretations made by the Administrator shall be conclusive and binding on all
Optionees and Participants, any other holders of Options or Restricted Stock
Units, and their legal representatives and beneficiaries;





(xiii)           except
to the extent prohibited by or impermissible in order to obtain treatment
desired by the Administrator under Applicable Law or rule, to allocate or
delegate all or any portion of its powers and responsibilities to any one or
more of its members or to any person(s) selected by it, subject to revocation or
modification by the Administrator of such allocation or delegation;
and





(xiv)           to
make all other determinations deemed necessary or advisable for administering
the Plan.





(c)           Effect
of Administrator’s Decision.  The Administrator’s decisions,
determinations, and interpretations shall be final and binding on all Optionees
and Participants and any other holders of Options, Stock Purchase Rights, or
Restricted Stock Units.





5.           Eligibility.  Nonstatutory
Stock Options, Stock Purchase Rights, and Restricted Stock Units may be granted
to Service Providers.  Incentive Stock Options may be granted only to
Employees.





6.           Limitations.





(a)           Designation.  Each
Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all Plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be determined
as of the time the Option with respect to such Shares is granted.





(b)           No
Right of Continuing Service or Employment.  Neither the Plan nor any
Option, Stock Purchase Right, or Restricted Stock Unit shall confer upon an
Optionee or Participant any right with respect to continuing the Optionee’s or
Participant’s relationship as a Service Provider with the Company, nor shall
they interfere in any way with the existing right of the Optionee, Participant,
or the Company to terminate such relationship.





7.           Term of
Plan.  Subject to Section 22 of the Plan, the Plan shall become
effective upon its adoption by the Board.  It shall continue in effect
for a term of 10 years unless terminated earlier under Section 18 of the
Plan.





8.           Term of
Option.  The term of each Option shall be stated in the Option
Agreement.  In the case of an Incentive Stock Option, the term shall
be 10 years from the date of grant or such shorter term as may be provided in
the Option Agreement.  Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five years from the date of grant or
such shorter term as may be provided in the Option Agreement.






Page 5 of 14


9.           Option Exercise Price and
Consideration.





(a)           Exercise
Price.  The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator and
specified in the Option Agreement, subject to the following:





(i)           In
the case of an Incentive Stock Option:





(1)           granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than 10% of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the per Share exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of
grant.





(2)           granted
to any Employee other than an Employee described in subSection 9(a)(i)(1)
immediately above, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.





(ii)           In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator.  In the case of a Nonstatutory Stock
Option intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of
grant.





(iii)           In
the event of a merger or other corporate transaction, a new Option may be
substituted for an outstanding Option, or such outstanding Option may be
assumed.





(b)           Waiting
Period and Exercise Dates.  At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.





(c)           Form
of Consideration.  The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of
payment.  Such consideration may consist entirely of:





(i)           cash;





(ii)           check;





(iii)           other
Shares, provided Shares
acquired from the Company have been owned by the Optionee for more than six
months on the date of surrender and have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;





(iv)           consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;





(v)           a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;





(vi)           any
combination of the foregoing methods of payment; or





(vii)           such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.




Page 6 of 14


In the
case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant as set forth in the Option
Agreement.  Notwithstanding the form of consideration determined by
the Administrator at the time of grant, the Administrator shall have the
authority, in its sole and absolute discretion, to accept other forms of
consideration as the method of payment.





10.           Exercise of
Option.





(a)           Procedure
for Exercise; Rights as a Stockholder.  Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and
under such conditions as determined by the Administrator and set forth in the
Option Agreement.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence.  An Option may not be exercised for a fraction of a
Share.  An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is
exercised.  Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option Agreement
and the Plan.  Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name
of the Optionee and his or her spouse or in the name of a family trust of which
the Optionee is a trustee.  Until the Shares are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Company shall issue
(or cause to be issued) such Shares promptly after the Option is exercised;
provided that if the
Company shall be advised by counsel that certain requirements under the federal,
state or foreign securities laws must be met before Shares may be issued under
this Plan, the Company shall notify all persons who have been issued Options,
and the Company shall have no liability for failure to issue Shares under any
exercise of Options because of delay while such requirements are being met or
the inability of the Company to comply with such requirements.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 16 of
the Plan.  Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.





(b)           Termination
of Relationship as a Service Provider.  If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the
Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement).  In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three months following the Optionee’s termination.  If, on the
date of termination, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to the
Plan.  If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.





(c)           Disability
of Optionee.  If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for 12 months following the
Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to 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 the Plan.





(d)           Death
of Optionee.  If an Optionee dies while a Service Provider, the Option
may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee’s estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death.  In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for 12 months following the Optionee’s termination.  If,
at the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan.  The Option may be exercised by the executor or
administrator of the Optionee’s estate or, if none, by the person(s) entitled to
exercise the Option under the Optionee’s will or the laws of descent or
distribution.  If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.




Page 7 of 14


(e)           Termination
of Relationship as a Service Provider For Cause.    If
an Optionee is terminated as a Service Provider For Cause as defined below, all
Options held by the Optionee shall there upon expire at 5 p.m. Pacific
Standard Time on the date of termination.For
the purpose of this clause, "For Cause" shall mean that the Service Provider is
determined by the Administrator to have committed an act of embezzlement, fraud,
dishonesty, or breach of fiduciary duty to the Company, or to have deliberately
disregarded the rules of the Company which resulted in loss, damage, or injury
to the Company, or because the director has made any unauthorized disclosure of
any of the secrets or confidential information of the Company, has induced any
client or customer of the Company to break any contract with the Company, has
induced any principal for whom the Company acts as agent to terminate the agency
relationship, or has engaged in any conduct that constitutes unfair competition
with the Company.





11.           Stock Purchase
Rights.





(a)           Rights
to Purchase.  Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan.  After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer.  The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Administrator.





(b)           Repurchase
Option.  Unless the Administrator determines otherwise, the Restricted
Stock Purchase Agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the purchaser’s service with
the Company for any reason (including death or Disability).  The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser plus interest at the
rate of 10% per year from the date of the original purchase and may be paid by
cancellation of any indebtedness of the purchaser to the Company.  The
repurchase option shall lapse at a rate determined by the
Administrator.





(c)           Other
Provisions.  The Restricted Stock Purchase Agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Administrator in its sole discretion.





(d)           Rights
as a Stockholder.  Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a stockholder and shall
be a stockholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 16 of
the Plan.





12.           Restricted Stock
Units.





(a)           Restricted
Stock Units Agreement.  Each Restricted Stock Units award pursuant to
this Section 12 shall be evidenced by a Restricted Stock Units Agreement between
the Participant and the Company.  Such award shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other
terms and conditions that are not inconsistent with the Plan and that the
Administrator deems appropriate for inclusion in a Restricted Stock Units
Agreement.  The provisions of the various Restricted Stock Units
Agreements entered into under the Plan need not be identical.






Page 8 of 14


(b)           Purchase
Price.  No monetary payment (other than applicable tax withholding, if
any) shall be required as a condition of receiving a Restricted Stock Units
award, the consideration for which shall be services actually rendered to the
Company, a Parent or Subsidiary, or for its benefit.





(c)           Vesting.  Restricted
Stock Units may or may not be made subject to vesting conditions based upon the
satisfaction of such requirements, conditions, or restrictions, as shall be
established by the Administrator and set forth in the Restricted Stock Units
Agreement.





(d)           Voting.  Participant
shall have no voting rights with respect to Shares represented by Restricted
Stock Units until the date of the issuance of such Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly-authorized transfer
agent of the Company).





(e)           Effect
of Termination of Service.  Unless otherwise provided by the
Administrator in the grant of Restricted Stock Units and set forth in the
Restricted Stock Units Agreement, if a Participant’s service terminates for any
reason, whether voluntary or involuntary (including the Participant’s death or
Disability), then the Participant shall forfeit to the Company any Restricted
Stock Units that remain subject to vesting conditions as of the date of the
Participant’s termination of service.





(f)           Settlement
of Restricted Stock Unit Award.  The Company shall issue to the
Participant as soon as practicable following the dates the vesting conditions or
other requirements, conditions, or restrictions applicable thereto shall be
satisfied, and in any event, within two and one-half months after such date, a
number of whole Shares equal to the number of whole Restricted Stock Units as
set forth in and subject to the Restricted Stock Units Agreement that are no
longer subject to vesting conditions, subject to withholding of applicable
taxes, if any.





(g)           Restrictions
on Transfer of Restricted Stock Units.  Restricted Stock Units shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the participant
or the Participant’s beneficiary, except: (i) by will or by the laws of
descent and distribution; (ii) to a Participant’s family member who has
acquired the Restricted Stock Unit Award through a gift or a transfer for value
pursuant to a domestic relations order in settlement of marital property rights
or a transfer to an entity in which more that 50% of the voting interests owned
by a Participant’s family members or the Participant in exchange for an interest
in that entity, all as more particularly provided in the general instructions to
Form S-8 or any successor form under the Securities Act of 1933; or
(iii) as determined otherwise by the Administrator, in which case such
Restricted Stock Unit Award shall contain such additional terms and conditions
as the Administrator deems appropriate.





13.           Withholding.  If
the grant or exercise of an Option or a Stock Purchase Right pursuant to this
Plan or any other event in connection with any such grant or exercise, or the
award or vesting of a Restricted Stock Unit, the issuance of the Share
represented by such Restricted Stock Unit, or any other event in connection with
such award, vesting, or issuance, creates an obligation to withhold income and
employment taxes pursuant to the Applicable Laws, such obligation may, at the
sole and absolute discretion of the Administrator at the time of the grant of
the Option, Stock Purchase Right, or Restricted Stock Unit, and to the extent
permitted by the terms of the Option, Stock Purchase Right, or Restricted Stock
Unit and the then-governing provisions of the Code and the Exchange Act, be
satisfied (a) by the holder of the Option, Stock Purchase Right, or
Restricted Stock Unit delivering to the Company an amount of cash equal to such
withholding obligation; (b) by the Company withholding from any
compensation or other amount owing to the holder of the Option, Stock Purchase
Right, or Restricted Stock Unit the amount (in cash, stock or other property as
the Company may determine) of the withholding obligation; (c) by the
Company withholding Shares of stock subject to the Option, Stock Purchase Right,
or Restricted Stock Unit with a Fair Market Value equal to such obligation; or
(d) by the holder of the Option, Stock Purchase Right, or Restricted Stock
Unit either delivering Shares of stock that have been owned by the holder for
more than six months or canceling Options or Restricted Stock Units or other
rights to acquire stock from the Company that have been held for more than six
months with a Fair Market Value equal to such requirements.  In all
events, delivery of Shares of stock issuable on exercise of the Option, on grant
of the Stock Purchase Right, or on vesting of the Restricted Stock Unit shall be
conditioned upon and subject to the satisfaction or making provision for the
satisfaction of the withholding obligation of the Company resulting from the
grant or exercise of the Option, grant of the Stock Purchase Right, vesting of
the Restricted Stock Unit, or any other event in accordance with the
foregoing.  The Company shall be further authorized to take such other
action as may be necessary, in the opinion of the Company, to satisfy all
obligations for the payment of such taxes.






Page 9 of 14


14.           Nontransferability of
Options and Stock Purchase Rights.





(a)           An
Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee, all save and except only (i) an Optionee’s
family member who has acquired the Option or Stock Purchase Right through a gift
or a transfer for value pursuant to a domestic relations order in settlement of
marital property rights or a transfer to an entity in which more that 50% of the
voting interests owned by an Optionee’s family members or the Optionee in
exchange for an interest in that entity, all as more particularly provided in
the general instructions to Form S-8 or any successor form under the Securities
Act of 1933; or (ii) unless determined otherwise by the Administrator, in
which case such Option or Stock Purchase Right shall contain such additional
terms and conditions as the Administrator deems appropriate.





(b)           An
Incentive Stock Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.  An Incentive Stock Option can only be
exercised by Optionee.  In the event of the death of Optionee while an
eligible employee of the Company or within three months after termination
thereof, this Option can be exercised by the executor or personal representative
of the estate of Optionee or such other person who has acquired this Option as a
bequest or by inheritance from Optionee.





15.           Grants to Directors and
Officers.  To the extent the Company has a class of securities
registered under Section 12 of the Exchange Act, Options, Stock Purchase Rights,
or Restricted Stock Units granted under the Plan to Directors and Officers (as
used in Rule 16b-3 promulgated under the Exchange Act or any amendment or
successor rule of like tenor) intended to qualify for the exemption from Section
16(b) of the Exchange Act provided in Rule 16b-3 shall, in addition to being
subject to the other restrictions and limitations set forth in this Plan, be
made as follows:





(a)           Requirements
for Grant to Officer or Director.  A transaction whereby there is a
grant of an Option, Stock Purchase Right, or Restricted Stock Unit pursuant to
this Plan must satisfy one of the following:





(i)           The
transaction must be approved by the Board or duly authorized Committee composed
solely of two or more Outside Directors of the Company.





(ii)           The
transaction must be approved or ratified, in compliance with Section 14 of the
Exchange Act, by either:  (1) the affirmative vote of the holders
of a majority of the securities of the Company present or represented and
entitled to vote at a meeting of the stockholders of the Company held in
accordance with the Applicable Laws of the state of incorporation of the
Company; or (2) if allowed by applicable state law, the written consent of
the holders of a majority, or such greater percentage as may be required by
Applicable Laws of the state of incorporation of the Company, of the securities
of the Company entitled to vote.  If the transaction is ratified by
the stockholders, such ratification must occur no later than the date of the
next annual meeting of stockholders.





(iii)           The
stock acquired must be held by the Officer or Director for a period of six
months subsequent to the date of the grant; providedthat if the
transaction involves a derivative security (as defined in Section 16 of the
Exchange Act), this condition shall be satisfied if at least six months elapse
from the date of acquisition of the derivative security to the date of
disposition of the derivative security (other than on exercise or conversion) or
its underlying equity security.







Page 10 of 14


(b)           Approval
Required for Disposition of Securities.  Any transaction involving the
disposition by the Company of its securities in connection with Options, Stock
Purchase Rights, or Restricted Stock Units granted pursuant to this Plan to an
Officer or Director shall:





(i)           be
approved by the Board or duly authorized Committee composed solely of two or
more Outside Directors; or





(ii)           be
approved or ratified, in compliance with Section 14 of the Exchange Act, by
either:  (1) the affirmative vote of the holders of a majority of
the securities of the Company present or represented and entitled to vote at a
meeting duly held in accordance with the Applicable Laws of the state of
incorporation of the Company; or (2) if allowed by applicable state law,
the written consent of the holders of a majority, or such greater percentage as
may be required by Applicable Laws of the state of incorporation of the Company,
of the securities of the Company entitled to vote; providedthat such
ratification occurs no later than the date of the next annual meeting of
stockholders;





unless
the securities so acquired are held by the Officer or Director for six months
following the date of such acquisition, provided that this condition
shall be satisfied with respect to a derivative security if at least six months
elapse from the date of acquisition of the derivative security to the date of
disposition of the derivative security (other than upon exercise or conversion)
or its underlying equity security.




All of the
foregoing restrictions and limitations are based on the governing provisions of
the Exchange Act and the rules and regulations promulgated thereunder as of the
date of adoption of this Plan.  If, at any time, the governing
provisions are amended to permit an Option, Stock Purchase Right, or Restricted
Stock Unit to be granted or exercised pursuant to Rule 16b-3 or any amendment or
successor rule of like tenor without one or more of the foregoing restrictions
or limitations, or the terms of such restrictions or limitations are modified,
the Administrator may award Options, Stock Purchase Rights, or Restricted Stock
Units to Directors and Officers and may modify outstanding Options, Stock
Purchase Rights, or Restricted Stock Units in accordance with such changes, all
to the extent that such action by the Administrator does not disqualify the
Options, Stock Purchase Rights, or Restricted Stock Units from exemption under
the provisions of Rule 16b-3 or any amendment or successor rule of similar
tenor.





16.           Adjustments upon Changes in
Capitalization, Dissolution, Merger or Asset Sale.





(a)           Changes
in Capitalization.  Subject to any required action by the stockholders
of the Company, the number of Shares of Common Stock covered by each outstanding
Option, Stock Purchase Right, and Restricted Stock Unit, the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options, Stock Purchase Rights, or Restricted Stock Units have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right or the forfeiture of a Restricted Stock
Unit, as well as the price per Share of Common Stock covered by each such
outstanding Option or Stock Purchase Right, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued Shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration within the meaning of the preceding
clause.  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of Shares of stock of any class, or securities convertible into Shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares of Common Stock subject
to an Option, Stock Purchase Right, or Restricted Stock Unit.





(b)           Dissolution
or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee or
Participant as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until 10 days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated.  To the extent an Option or Stock Purchase Right has not
been previously exercised, or to which a Restricted Stock Unit has not vested,
the Option, Stock Purchase Right, or Restricted Stock Unit will terminate
immediately prior to the consummation of such proposed action.


Page 11 of 14


(c)           Merger
or Asset Sale.  In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option, Stock Purchase Right, and Restricted Stock
Unit shall be assumed or an equivalent Option, right, or Restricted Stock Unit
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  With respect to Options or Restricted Stock
Units granted to an Outside Director pursuant to Section 15 that are assumed or
substituted for, if following such assumption or substitution the Optionee’s or
Participant’s status as a Director or a director of the successor corporation,
as applicable, is terminated other than upon a voluntary resignation by the
Optionee or Participant, then the Optionee shall fully vest in and have the
right to exercise the Option as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable, and the
Participant’s Restricted Stock Units shall fully vest and the Shares shall be
issued.





In the event
that the successor corporation refuses to assume or substitute for the Option,
Stock Purchase Right, or Restricted Stock Unit, the Optionee shall fully vest in
and have the right to exercise the Option or Stock Purchase Right as to all of
the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable, and the Participant’s Restricted Stock Units shall fully
vest and the Shares shall be issued.  If an Option or Stock Purchase
Right becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option or Stock Purchase Right
shall be fully vested and exercisable for a period of 15 days from the date of
such notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period.





For the
purposes of this subsection, the Option, Stock Purchase Right, or Restricted
Stock Unit shall be considered assumed if, following the merger or sale of
assets, the Option, right, or Restricted Stock Unit confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or
Stock Purchase Right or for each Restricted Stock Unit immediately prior to the
merger or sale of assets, the consideration (whether stock, cash or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, or the vesting
of the Restricted Stock Unit, for each Restricted Stock Unit or Share of
Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per Share consideration received by holders of Common Stock in the
merger or sale of assets.





17.           Date of
Grant.  The date of grant of an Option, Stock Purchase Right,
or Restricted Stock Unit shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, Stock Purchase
Right, or Restricted Stock Unit or such other later date as is determined by the
Administrator.  Notice of the determination shall be provided to each
Optionee or Participant within a reasonable time after the date of such
grant.





18.           Amendment and Termination of
the Plan.





(a)           Amendment
and Termination.  The Board may at any time amend, alter, suspend or
terminate the Plan.






Page 12 of 14


(b)           Stockholder
Approval.  The Company shall obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable
Laws.





(c)           Effect
of Amendment or Termination.  No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee or Participant,
unless mutually agreed otherwise between the Optionee or Participant and the
Administrator, which agreement must be in writing and signed by the Optionee or
Participant and the Company.  Termination of the Plan shall not affect
the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Options or Restricted Stock Units granted under the Plan prior to the
date of such termination.





19.           Conditions upon Issuance of
Shares.





(a)           Legal
Compliance.  Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right or the vesting of a Restricted Stock Unit unless
the exercise of such Option or Stock Purchase Right or the vesting of such
Restricted Stock Unit and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.





(b)           Investment
Representations.  As a condition to the exercise of an Option or Stock
Purchase Right or the issuance of Shares upon vesting of a Restricted Stock
Unit, the Company may require the person exercising such Option or Stock
Purchase Right or whose Restricted Stock Unit is vesting to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.





20.           Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.





21.           Reservation of
Shares.  The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.





22.           Effective Date of Plan and
Stockholder Approval.  The Plan was duly adopted and approved
by the Board of Directors on September 5, 2008.  The Plan shall be
subject to approval by the stockholders of the Company within 12 months after
the date the Plan is adopted.  Such stockholder approval shall be
obtained in the manner and to the degree required under Applicable
Laws.




23.             Governing Law and
Jurisdiction.





(a)           The
Plan shall be governed by the laws of the State of Colorado, excluding its
conflicts or choice of law rules or principles that might otherwise refer
construction or interpretation of this Plan to the substantive law of another
jurisdiction.  The Company and any party or Service Provider receiving
any award hereunder, by the acceptance of such award, hereby consents to the
nonexclusive jurisdiction of all state and federal courts having jurisdiction in
Colorado, as well as to the jurisdiction of all courts to which an appeal may be
taken from such courts, for the purpose of any Proceeding arising out of, or in
connection with, the Plan or any of the related agreements or any of the
transactions contemplated hereby or thereby.  For purposes of this
Article, “Proceeding” includes any threatened, pending, or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing, or any other actual, threatened, or completed
proceeding, whether brought by or in the right of any entity or otherwise and
whether civil, criminal, administrative, or investigative, in which the Company
was, is, or will be involved as a party or otherwise.





(b)           Each
Party covenants that it shall not challenge or set aside any decision, award, or
judgment obtained in accordance with the provisions hereof.




Page 13 of 14


(c)           Each
of the Parties hereto hereby expressly waives any and all objections it may have
to venue, including the inconvenience of such forum, in any of such
courts.  In addition, each of the Parties consents to the service of
process by personal service or any manner in which notices may be delivered
hereunder in accordance with Section 23.





24.           Privileges of Stock
Ownership.





(a)           Voting
and Dividends. No Participant will have any of the rights of a stockholder with
respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant will be a shareholder and
will have all the rights of a stockholder with respect to such Shares, including
the right to vote and receive all dividends or other distributions made or paid
with respect to such Shares; provided, that if such Shares are Restricted Stock,
then any new, additional or different securities the Participant may become
entitled to receive with respect to such Shares by virtue of a stock dividend,
stock split or any other change in the corporate or capital structure of the
Company will be subject to the same restrictions as the Restricted
Stock.





SECRETARY’S
CERTIFICATE





The
undersigned, the duly constituted and elected Secretary of Sangui Biotech
International, Inc., hereby certifies that in accordance with the requirements
of law and the Company’s Articles of Incorporation and Bylaws, the foregoing
Sangui Biotech International, Inc. Amended and Restated Long Term Incentive Plan
was duly adopted and approved by the Board of Directors effective September 5,
2008.








Dated
this 5th day of
September, 2008.








/s/
Joachim Fleing


___________________________________________


Joachim
Fleing, Secretary










































Page 14
of 14
 APPENDIX
A
  TO
 
 SANGUI
BIOTECH INTERNATIONAL, INC.
 AMENDED
AND RESTATED
 LONG-TERM
INCENTIVE PLAN
  (for
California residents only)
 
 This Appendix
A to the Sangui Biotech International, Inc., Amended and Restated Long-Term
Incentive Plan shall apply only to Optioneeswho are residents of the
State of California and who are receiving an Option or Stock Purchase Right
under the Plan.  Capitalized terms contained herein shall have the
same meanings given to them in the Plan, unless otherwise provided by this
Appendix A.  Notwithstanding any provisions contained in the Plan to
the contrary and to the extent required by Applicable Laws, the following terms
shall apply to all Options and Stock Purchase Rights granted to residents of the
State of California, until such time as the Administrator amends this Appendix A
or the Administrator otherwise provides.
  A. Nonstatutory
Stock Options granted to a person who, at the time of grant of such Option, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, shall have an
exercise price not less than one hundred and ten percent (110%) of the Fair
Market Value per Share on the date of grant.  Nonstatutory Stock
Options granted to any other person shall have an exercise price that is not
less than eighty-five percent (85%) of the Fair Market Value per Share on the
date of grant.  Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.
  B. The
term of each Option shall be stated in the Option Agreement, provided, however,
that the term shall be no more than ten (10) years from the date of grant
thereof.  The term of each Restricted Stock Purchase Agreement shall
be no more than ten (10) years from the date the agreement is entered
into.
  C. Unless
determined otherwise by the Administrator, Options or Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee, only by the
Optionee.  If the Administrator in its sole discretion makes an Option
or Stock Purchase Right transferable, such Option or Stock Purchase Right may
only be transferred (i) by will, (ii) by the laws of descent and distribution,
or (iii) as permitted by Rule 701 of the Securities Act of 1933, as
amended.
  D. Except
in the case of Options granted to officers of the Company, Directors and
Consultants, Options shall become exercisable at a rate of no less than twenty
percent (20%) per year over five (5) years from the date the Options are
granted.
  E. If
an Optionee ceases to be a Service Provider, such Optionee may exercise his or
her Option within thirty (30) days of termination, or such longer period of time
as specified in the Option Agreement, to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term
of the Option as set forth in the Option Agreement).
  F. If
an Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, Optionee may exercise his or her Option within six (6) months of
termination, or such longer period of time as specified in the Option Agreement,
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement).
  G. If
an Optionee dies while a Service Provider, the Option may be exercised within
six (6) months following the Optionee’s death, or such longer period of time as
specified in the Option Agreement, to the extent the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement) by the Optionee’s designated
beneficiary, personal representative, or by the person(s) to whom the Option is
transferred pursuant to the Optionee’s will or in accordance with the laws of
descent and distribution.
 
     Page 1
of 2
  
 H. The
terms of any Stock Purchase Rights offered under this Appendix A shall comply in
all respects with Section 260.140.42 of Title 10 of the California Code of
Regulations including, without limitation, that except with respect to Shares
purchased by officers of the Company, Directors and Consultants, the repurchase
option shall in no case lapse at a rate of less than twenty percent (20%) per
year over five (5) years from the date of purchase.
  I. No
Option or Stock Purchase Right shall be granted to a resident of California more
than ten (10) years after the earlier of the date of adoption of the Plan or the
date the Plan is approved by the stockholders.
  J. Pursuant
to regulation 260.140.46 of the Rules of the California Corporations
Commissioner, the Company shall provide to each Optionee and to each individual
who acquires Shares under the Plan, not less frequently than annually during the
period such Optionee has one or more Options or Stock Purchase Rights
outstanding, and, in the case of an individual who acquires Shares pursuant to
the Plan, during the period such individual owns such Shares, copies of annual
financial statements.  The Company shall not be required to provide
such statements to key Employees whose duties in connection with the Company
assure their access to equivalent information.
  K. In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, may (in its sole discretion) adjust the number and class of shares of
common stock that may be delivered under the Plan and/or the number, class, and
price of shares covered by each outstanding Option; provided, however, that the
Administrator shall make such adjustments to the extent required by Section
25102(o) of the California Corporations Code.
  L. This
Appendix A shall be deemed to be part of the Plan and the Administrator shall
have the authority to amend this Appendix A in accordance with Section 18 of the
Plan.
 
 
 
   Page 2 of 2