EXHIBIT

10.25




 




HAUSER, INC.




 




1987 NON-STATUTORY STOCK OPTION

PLAN AS AMENDED (8/27/97)




 




Article 1 - Purpose




The purpose of this 1987 Non-Statutory Stock

Option Plan (the “Plan”) is to promote the growth and general prosperity of

Hauser, Inc. (Hauser) by permitting Hauser to attract and retain the services

of its Directors, key employees and independent contractors through the grant

of options to purchase Hauser’s Common Stock.




 




Article 2 - Administration of the Plan




The Plan shall be administered by the Board

of Directors (the “Board”) of Hauser. 

At any time, the Board may delegate any, or all, of its responsibilities

for administration of the Plan to a committee of its members.  Subject to the terms of the Plan, the Board

shall have the authority to determine when and upon what terms options may be

granted under the Plan, the persons to whom options shall be granted, the

number of option shares to be granted to each person, and the provisions of the

option agreements and other instruments relating to the option granted.  All those agreements and instruments shall

be consistent with the Plan.  The

reasonable interpretation by the Board of any provision of the Plan, or of any

instruments relating to the options granted, shall be final.  From time to time, the Board may adopt any

rules and regulations for carrying out the Plan that it deems appropriate.  No member of the Board shall be liable with

respect to any action taken, or determination made, in good faith regarding the

Plan or any options granted pursuant to it.




 




Article 3 - Eligible Persons




Options may be granted to officers,

directors, and key employees of Hauser or its subsidiaries, or to independent

contractors or consultants providing services to Hauser as may be determined by

the Board.  The granting of any option

to a person shall neither entitle that person to, nor disqualify him from,

participation in any other grant of options pursuant to this Plan or any other

plan.




 




Article 4 - Stock




The stock subject to the options granted

under this Plan shall be either shares of Hauser’s authorized but unissued

shares of Common Stock, .001 par value, or shares of Common Stock reacquired by

Hauser (“Common Stock”).  The maximum

number of shares that are hereby reserved for issuance, and may be issued

pursuant to this Plan, is 1,218,720, subject to adjustment as provided in

Article 14.  In the event that any

option granted under the Plan shall expire, terminate or be canceled for any

reason without having been exercised in full, or shall cease for any reason to

be exercisable in whole or in part, the unpurchased shares shall be available

again under the Plan.




 




Article 5 - Grant of Options




Options may be granted to eligible persons

for any number of shares and at any time during the term of the Plan, as the

Board shall determine.




 





























 




Article 6 - Option




The price-per-share specified in each option

granted under the Plan shall be no less than 100% of the fair market value of

the Common Stock on the date the option is granted.




 




Article 7 - Duration of Options




Subject to termination earlier as provided in

Articles 9 and 10, each option shall expire on the date specified by the Board,

but not more than ten (10) years from its date of grant.  The Board may extend the term of any previously

granted option if that option, as extended, expires less than ten (10) years

from its original date of grant as provided above.




 




Article 8 - Exercise of Options




Subject to the provisions of Articles 9

through 12, each option granted under the Plan shall be exercisable as follows:




 




(a)                                  The

option either shall be exercisable fully at the time of grant or shall become

exercisable in installments, as the Board determines.  Installments may be cumulative or noncumulative, as the Board

determines.




 




(b)                                 Once

an installment becomes exercisable, it shall remain exercisable until

expiration or termination of the option, unless specified otherwise by the

Board.




 




(c)                                  Each

option may be exercised from time to time, in whole or in part, for no more

than the total number of shares available for exercise.




 




(d)                                 The

Board may accelerate the date of exercise of any installment for any reason.




 




Article 9 - Termination of Option for

Employees




Whenever an optionee ceases to be an employee

of Hauser or ceases to be employed by Hauser or any subsidiary, for any reason

other than death or disability (within the meaning of Section 22(e)(3) of the

Internal Revenue Code), his options shall terminate on the date he ceased to be

so employed, and no further installments of those options will become

exercisable.  The Board may, in its sole

discretion, allow the exercise of options, but only to the extent they were

exercisable at the time of termination of employment, for a period of up to

three (3) months after the termination of employment (but conclusively whether

authorized leaves of absence or absence on military or governmental service)

may constitute employment for the purposes of the Plan.  Nothing in the Plan, or in any option

granted under the Plan, shall be deemed to give any optionee the right to

continue in the employ of Hauser or any of its subsidiaries or shall be deemed

to interfere in any way with the right of Hauser to terminate any optionee’s

employment at any time and for any reason. 

Options granted under the Plan shall not be affected by any change of

employment among Hauser and its subsidiaries so long as the optionee continues

to be an employee of Hauser or one of its subsidiaries.




 




Article 10 - Termination of Options for

Non-Employees




Options granted to directors, independent

contractors, or other non-employees, will remain in effect until the expiration

of the option.




 




2





























 




Article 11 - Disability; Death




 




(a)                                  If

an optionee who is an employee of Hauser becomes disabled (within the meaning

of Section 22(e)(3) of the Internal Revenue Code), his options may be exercised

to the extent that they were exercisable on the date he ceased to be employed

by Hauser or any subsidiary for a period of one (1) year from the date of

termination of employment (but not later than its specified expiration date).




 




(b)                                 If

an optionee who is an employee of Hauser dies while employed by Hauser or

during the three-month period referred to in Article 11, his options may be

exercised to the extent that they were exercisable on the date of his death or

cessation of his employment, whichever occurred first, by his estate, or duly

appointed representative, or beneficiary who acquires the options by will or by

the laws of descent and distribution, but no further installments of his options

will become exercisable and each of his options shall terminate on the first

anniversary of the date of his death (but not later than the specified

expiration dates).




 




Article 12 - Assignability




No option shall be assignable or transferable

by the optionee except by will or by the laws of descent and distribution and,

during the lifetime of the optionee, each option shall be exercisable only by

him.




 




Article 13 - Terms and Conditions of Options




Options shall be evidenced by instruments,

which need not be identical, in such form as the Board approves.  Those instruments shall conform to the terms

and conditions set forth in Articles 6 through 11 and may contain any other

provisions not inconsistent with the Plan, including restrictions applicable to

shares of Common Stock issuable upon exercise of options granted under the

Plan, as the Board deems advisable. 

Hauser shall not be obligated to deliver any shares unless and until, in

the opinion of Hauser’s counsel, all applicable federal, state, and other laws

and regulations have been complied with. 

Without limiting the generality of the foregoing, Hauser may require

from the optionee any investment representation, restrictive legend on any

stock certificate or other agreement that counsel for Hauser considers

necessary in order to comply with the Securities Act of 1933.




 




Article 14 - Adjustments




 




(a)                                  Upon

the happening of any of the following described events (the “Events of

Adjustment”), an optionee’s rights under options granted under this Plan shall

be adjusted as provided below.




 




(1)                                  If

Hauser shall, at any time prior to the termination date of the Plan, change its

Common Stock into a greater number of shares of stock through a stock dividend

or split-up of shares, the number of shares of Common Stock deliverable with

respect to each payment of the specified option price per share in connection

with each exercise of an option after the record or effective date of such

stock dividend or split-up of shares shall be proportionately increased.  Conversely, if the Common Stock




 




3





























 




shall, at any

time within such period, be combined into a smaller number of shares of stock

through a reverse stock split, the number of shares of Common Stock deliverable

with respect to each payment of the specified option price per share in

connection with the exercise of an option after the record or effective date of

such combination of shares shall be proportionately reduced.




 




(2)                                  If

within the duration of an option there shall be a corporate merger,

consolidation, acquisition of assets, or other reorganization and if such

transaction shall affect the optioned stock, the employee shall thereafter be

entitled to receive upon exercise of his option those shares or securities that

he would have received had the option been exercised prior to such transaction

and the employee had been a stockholder of Hauser with respect to such shares.




 




(b)                                 Upon

the happening of any of the Events of Adjustment, the class and aggregate

number of shares set forth in Article 4 of this Plan that are reserved for

issuance pursuant to the Plan, or are subject to options that previously have

been or hereafter may be granted under the Plan, also shall be adjusted

appropriately to reflect the Events of Adjustment.




 




(c)                                  The

Board shall determine the adjustments to be made under this Article 14, and its

determination shall be conclusive and binding on all interested parties.




 




(d)                                 Notwithstanding

anything in this Plan to the contrary, in connection with any corporate

transaction to which Section 425(a) of the Code is applicable, there may be a

substitution of a new option for an old option granted under this Plan or any

assumption of an old option granted under this Plan.  Any optionee who has a new option substituted for an old option

granted under this Plan shall, in connection with the corporate transaction,

lose his rights under the old option. 

Nothing in the terms of the assumed or substituted option shall confer

on the optionee more or less favorable benefits than he had under the old

option.




 




Article 15 - Exercise of Option




An option (or any part or installment of an

option) shall be exercised by giving written notice to Hauser at its principal

office address, identifying the option being exercised, specifying the number

of shares of which it is being exercised, and accompanied by full payment of

the purchase price, at the option of the Board of Directors or their delegate,

payment will be made (1) in United States Dollars (in cash or by certified or

bank check); or (2) in shares of Common Stock of Hauser owned by the optionee

having a fair market value (as determined by the Board as of the business day

immediately preceding the day on which the option is exercised) equal to, or a

fraction of a share less than, the purchase price; or (3) in a combination of

Common Stock and Dollars.  Unless the

Board determines otherwise, the holder of an option shall not have any rights

of a shareholder with respect to the shares covered by his option until the

issuance of a stock certificate to him for his shares.  Unless the Board determines otherwise, no

adjustment will be made for dividends or similar rights when the record date

occurs after the exercise of the option but prior to the date the stock

certificate is issued.  In no case may a

fraction of a share be purchased, or issued under the Plan.




 




Article 16 - Termination and Amendments to

Plan




The Plan as amended was adopted by the Board

on August 27, 1997 and by the shareholders on October 30, 1997, and will expire

August 27, 2007, ten (10) years after Board adoption (except as to options

outstanding on that date).  The Board

may terminate, or amend, the Plan in any respect at any time, except that,

without the approval of the shareholders, no amendment shall be approved if

such amendment would (a) materially increase the benefits accruing to

participants under the Plan; (b) materially increase the number of securities

which may be issued under the Plan; or (c) materially modify the requirements

as to eligibility for participation in the Plan.  However, no action of the Board or shareholders may, without the

consent of an optionee, impair substantially his rights under any option

previously granted to him.




 




Article 17 - Governmental Regulation




The Plan and the grant and exercise of

options under it, and Hauser’s obligation to sell and deliver shares of

Hauser’s Common Stock under those options, shall be subject to all applicable

laws (including tax laws), rules and regulations.




 




4