SYNTHETIC BLOOD INTERNTIONAL, INC.

                         1999 STOCK PLAN

     1.   Purpose of the Plan.  The purpose of the Synthetic
Blood International, Inc. 1999 Stock Plan is to enable Synthetic
Blood International, Inc. to provide incentive to eligible
employees, consultants, directors and officers whose present and
potential contributions are important to the continued success of
the Company, and to enable the Company to enlist and retain in
its employment the best available talent for the successful
conduct of its business.  It is intended that this purpose will
be effected through the granting of (a) stock options, (b) stock
purchase rights, (c) stock appreciation rights, and (d) long-term
performance awards.

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

          (a)  "Administrator" means the Board or such of its
Committees as shall be administering the Plan, in accordance with
Section 5 of the Plan.

          (b)  "Applicable Laws" means the legal requirements
relating to the administration of stock option plans under
applicable securities laws and title Code.

          (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 appointed by the
Board in accordance with Section 5 of the Plan.

          (f)  "Common Stock" means Common Stock of the Company.

          (g)  "Company" means Synthetic Blood International,
Inc., a New Jersey corporation.

          (h)  "Consultant" means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to
render 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.
           (i)   "Continuous Status as an Employee or Consultant"
means  that  the  employment of consulting  relationship  is  not
interrupted   or  terminated  by  the  Company,  or   Parent   or
Subsidiary.   Continuous  States as and  Employee  or  Consultant
shall not be considered interrupted in the case of: (i) any leave
of absence approved by the Company, including sick

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leave, military leave, or other personal leave, provided, however
that for purposes of Incentive

Stock Options, any such leave may not exceed ninety (90) days,
unless reemployment upon the expiration of such eave is
guaranteed by contract (including certain Company policies) or
statute; or (ii) transfers between locations of the Company or
between the Company, its parent, its Subsidiaries or its
successor.

          (j)  "Director" means a member of the Board

          (k)  "Disability" means total and permanent disability
as defined in Section 22(c)(3) of the Code.

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

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

          (n)  "Family Member" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-
in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the
Employee's or Consultant's household (other than a tenant or
employee), a trust in which these persons have more than fifty
percent of the beneficial interest, a foundation in which these
persons (or the Employee or Consultant) control the management of
assets, and any other entity in which theses persons (or the
Employees or Consultant) own more than fifty percent of the
voting interests, including any changes as may be made from time
to time to the definition of "Family Member" as promulgated by
the Securities and Exchange Commission in connection with the
general instructions for Form S-8 promulgated under the
Securities Act of 1933, as amended, or any successor from.

          (o)  "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 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 sources as the
          Administrator deems reliable;

               (ii) If the Common Stock is quoted on the NASDAQ
          system (but not on the National Market System thereof),
          the OTC Bulletin Board, or is regularly quoted by a
          recognized securities dealer but selling prices are not
          reported, the

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          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 last market trading day prior
          tot he day of determination, as reported in The Wall
          Street Journal or such other sources as the
          Administrator deems reliable;

               (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.

          (p)  "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.

          (q)  "Long-Term Performance Award" means an award under
Section 9 below.  A Long-Term Performance Award shall permit the
recipient to receive a cash or stock bonus (as determined by the
Administrator) upon satisfaction of such performance factors as
are set out in the recipient's individual grant.  Long-Term
Performance Awards will be based upon the achievement of Company,
Subsidiary and/or individual performance factors or upon such
other criteria as the Administrator may deem appropriate.

          (r)  "Long Term Performance Award Agreement"  means a
written agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Long-Term Performance
Award grant.  The Long-Term Performance Award Agreement is
subject to the terms and conditions of the Plan.

          (s)  "Nonstatutory Stock Option"  means any Option that
is not an Incentive Stock Option.

          (t)  "Notice of Grant"  means a written notice
evidencing certain terms and conditions of an individual Option,
Stock Purchase Right, SAR or Long Term Performance Award grant.
The Notice of Grant is part of the Option Agreement, the SAR
Agreement and the Long-Term Performance Award Agreement.

          (u)  "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.

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

          (w)  "Option Agreement"  means a written 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.

          (x)  "Option Exchange Program"  means a program whereby
outstanding options are surrendered in exchange for options with
a lower exercise price.

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          (y)  "Optioned Stock"  means the Common Stock subject
to an Option or Right.

          (z)  "Optionee"  means an Employee or Consultant who
holds an outstanding Option or Right.

          (aa)  "Outside Director"  means a Director of the
company who either (i) is not a current employee of the Company
or an "affiliated corporation" (within the meaning of Treasury
Regulations promulgated under Section 152(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 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.

          (bb)  "Parent"  means a "parent corporation," whether
now or hereafter existing, as defined in Section 424(c) of the
Code.

          (cc)  "Plan"  means this 1999 Stock Plan.

          (dd)  "Restricted Stock"  means shares of Common Stock
subject to a Restricted Stock Purchase Agreement  acquired
pursuant to a grant of Stock Purchase Rights under Section 8
below.

          (ee)  "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.

          (ff)  "Right"  means and includes SARs, Long-Term
Performance Awards and Stock Purchase Rights granted pursuant to
the Plan.

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

          (hh)  "SAR"  means a stock appreciation right granted
pursuant to Section 7 of the Plan.

          (ii)  "SAR Agreement"  means a written agreement
between the Company and an Optionee evidencing the terms and
conditions of an individual SAR grant.  The SAR Agreement is
subject tot he terms and conditions of the Plan.

          (jj)  "Share"  means a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.

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          (kk)  "Stock Purchase Right"  means the right to
purchase Common Stock pursuant to Section 8 of the Plan, as
evidenced by a Notice of Grant.

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

     3.   Eligibility.  Nonstatutory Stock Options and Rights may
be granted to Employees and Consultants.  Incentive Stock Options
may be granted only to Employees.  If otherwise eligible, an
Employee or Consultant who has been grated an Option or Right may
be granted additional Options or Rights.

     4.   Stock Subject to the Plan.  Subject to the provision of
Section 11 of the Plan, the total number of shares reserved and
available for distribution under the Plan is 4,000,000 shares.
Subject to Section 11 of the Plan, if any shares that have been
optioned under an Option cease to be subject to such Option
(other than through exercise of the Option), or if any Option or
Right granted hereunder is forfeited or any such award otherwise
terminates prior to the issuance of Common Stock to the
participant, the shares that were subject to such Option or Right
shall again be available for distribution in connection with
future Option or Rights grants under the Plan; provided, however,
that Shares that have actually been issued under the Plan,
whether upon exercise of an Option or Right, shall not in any
event be returned to the Plan and shall not become available for
future distribution under the Plan.

     5.   Administration

          (a)  Composition of Administrator

               (i)  Multiple Administrative Bodies.  In the
     discretion of the Board,  different Committees may
     administer the Plan with respect to Employees, Directors and
     Consultants.

               (ii)  Section 162(m).  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)  Rule 16b-3  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 Administration  Other than as provided
     above, the Plan shall be administered by (A) the Board or
     (B) a Committee, which committee shall be constituted to
     satisfy Applicable Laws.

               (v)  General  Once a Committee has been appointed
     pursuant to subsection (ii) or (iii) of this Section 5(a),
     such Committee shall continue to serve in its

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     designated capacity until otherwise directed by the Board.
     From time to time the Board may increase the size of any
     Committee and appoint additional members, remove members
     (with or without cause) and appoint new members in
     substitution, fill vacancies (however caused) and remove all
     members of a Committee and thereafter directly administer
     the Plan, all to the extent permitted by the Applicable laws
     and in the case of a Committee appointed under subsection
     (iii), to the extent permitted by Rule 16b-3 as it applies
     to a plan intended to qualify thereunder as a discretionary
     grant or award plan.

          (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 of the
     Common Stock, in accordance with Section 2(o) of the Plan;

               (ii)  to select the consultants and Employees to
     whom Options and Rights may be granted hereunder;

               (iii)  to determine whether and to what extent
     Options and Rights or any combination thereof, are granted
     hereunder;

               (iv)  to determine the number of shares of common
     Stock to be covered by each Option and Right granted
     hereunder;

               (v)  To approve forms of agreement for use under
     the Plan;

               (vi)  to determine the terms and conditions, no
     inconsistent with the terms of the Plan, of any award
     granted hereunder.  Such terms and conditions include, but
     are not limited to, the exercise price, the time or times
     when Options or 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 Option or Rights or the shares of
     common Stock relating thereto, based in each case on such
     factors as the Administrator, in its sole discretion, shall
     determine;

               (vii)  to construe and interpret the terms of the
     Plan;

               (viii)  To prescribe, amend and rescind rules and
     regulations relating to the Plan;

               (ix)  to determine whether and under what
     circumstances an Option or Right may be settled in cash
     instead of Common Stock or Common Stock instead of cash;

               (x)  to reduce the exercise price of any Option or
     Right;

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               (xi)  to modify or amend each Option or Right,
     subject to Section 13 of the Plan;

               (xii)  to authorize any person to execute on
     behalf of the Company any instrument required to effect the
     grant of an Option or flight previously granted by the
     Administrator;

               (xiii)  to institute an Option Exchange Program;

               (xiv)  to determine the terms and restrictions
     applicable to Options and Rights and any Restricted Stock;
     and

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

     (c)  Effect of Administrator's Decision.  The
Administrator's decisions, determination and interpretations
shall be final and binding on all optionees and any other holders
of Options or Rights.

     (d)  Limitations on Grants.  The following limitations will
apply to grants of Options or SARs under the Plan:

          (i)  no Employee, Director or Consultant will be
     granted Options or SARs under the Plan to receive more than
     200,000 share of Common Stock in any one fiscal year;
     provided that, the Company may make a additional one-time
     grant of up to 300,000 shares to newly-hired Employees,
     Directors and Consultants; and

          (ii)  no Employee, Director or Consultant will be
     granted Options or SARs under the Plan to purchase more than
     1,000,000 shares over the term of the Plan, provided that,
     if the number of shares available for issuance under
     Paragraph 4 of the Plan is increased, the maximum number of
     options or SARs that any Employee, Director or Consultant
     may be granted also automatically will increase by an amount
     equal to 100,000 shares for each additional fiscal year in
     which shares are allocated for issuance under the Plan.

     6.   Duration of the Plan  The Plan shall remain in effect
until terminated by the Board under the terms of the Plan,
provided that in no event may Incentive Stock Options be granted
under the Plan later than 10 years from the date the Plan was
adopted by the Board.

     7.   Options and SARs.

          (a)  Options  The Administrator, in its discretion, may
grant Options to eligible participants and shall determine
whether such Options shall be Incentive Stock Options or
Nonstatutory Stock Options.  Each Option shall be evidenced by a
Notice of Grant/Option

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Agreement which shall expressly identify the Options as Incentive
Stock Options or as Nonstatutory Stock Options, and be in such
form and contain such provisions as the Administrator shall from
time to time deem appropriate.  The Notice of Grant/Option
Agreement shall govern each Optionee's rights and obligations
with respect to each such particular Option.  Without limiting
the foregoing, the Administrator may at any time authorize the
Company, with the consent of the respective recipients, to issue
new Options or Rights in exchange for the surrender and
cancellation of outstanding Options or Rights.  Option agreements
shall contain the following terms and conditions:

               (i)  Exercise Price; Number of Shares.  The per
     Share exercise price for the Shares issuable pursuant to an
     Option shall be such price as is determined by the
     Administrator; provided, however, that in the case of an
     Incentive Stock Option, the price shall be no less than 100%
     of the Fair Market Value of the common Stock on the date the
     Option is granted, subject to any additional conditions set
     out in Section 7(a)(iv) below.

The notice of Grant shall specify the number of shares to which
     it pertains.

               (ii)  Waiting Period and Exercise Dates.  At the
     time an Option is granted, the Administrator will determine
     the terms and conditions to be satisfied before Shares may
     be purchased, including the dates on which Shares subject to
     the Option may first be purchased.  The Administrator may
     specify that an Option may not be exercised until the
     completion of the service period specified at the time of
     grant.  (Any such period is referred to herein as the
     "waiting period.")  at the item an Option is granted, the
     Administrator shall fix the period within which the Option
     may be exercised, which shall not be earlier than the end of
     the waiting period, if any, nor in the case of an Incentive
     Stock Option, later than ten (10) years from the date of
     grant.

               (iii)  Form of Payment.  The consideration to be
     paid for the Shares to be issued upon exercise of an Option,
     including the method of payment, shall be determined by the
     Administrator (and, in the case of an Incentive Stock
     Option, shall be determined at the time of grant) and may
     consist, entirely of:

                    (1)  cash;

                    (2)  check;

                    (3)  promissory note;

                    (4)  other Shares with (1) in the case of
     Shares acquired upon exercise of an option, have been owned
     by the Optionee for more than six months on the date of
     surrender, and (2) have a Fair Market Value on the date of
     surrender not greater than the aggregate exercise price of
     the Shares as to which said Option shall be exercised;

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                    (5)  delivery of a properly executed exercise
     notice together with such other documentation as the
     Administrator and the broker, if applicable, shall require
     to effect an exercise of the Option and delivery to the
     Company of the sale or loan proceeds required to pay the
     exercise price, or such consideration received by the
     Company under a cashless exercise program implemented by the
     Company in connection with the Plan;

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

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

               (iv)  Special Incentive Stock Option Provisions.
     In addition to the foregoing, Options granted under the Plan
     which are intended to be Incentive Stock Options under
     Section 422 of the Code shall be subject to the following
     terms and conditions:

                    (1)  Dollar Limitations.  To the extent that
     the aggregate Fair Market Value of (a) the Shares with
     respect to which Options designated as Incentive Stock
     Options plus (b) the shares of stock of the Company, Parent
     and any Subsidiary with respect to which other incentive
     stock options are exercisable for the first time by an
     Optionee during any calendar year under all plans of the
     Company and any Parent and subsidiary exceeds $100,000, such
     Options shall be treated as Nonstatutory Stock Options.  For
     purposes of the preceding sentence, (a) Options shall be
     taken into account in the order in which they were granted,
     and (b) the Fair Market Value of the Shares shall be
     determined as of the time the Option or other incentive
     stock option is granted.

                    (2)  10% Shareholder.  If any optionee to
     whom an Incentive Stock Option is to be granted pursuant to
     the provisions of the Plan is, on the date of grant, the
     owner of Common Stock (as determined under Section 424(d) of
     the Code) possessing more than 10% of the total combined
     voting power of all classes of stock of the Company or any
     Parent or Subsidiary of the Company, then the following
     special provisions shall be applicable to the Option granted
     to such individual:

                         (1)  The per Share Option price of
                            Shares subject to such Incentive
                            Stock Option shall not be less than
                            110% of the Fair Market Value of
                            Common stock of the date of grant;
                            and

                         (2)  The Option shall not have a term in
                           excess of five (5) years from the
                           date of grant.

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Except as modified by the preceding provisions of this subsection
7(a)(iv) and except as otherwise limited by Section 422 of the
Code, all of the provisions of the Plan shall be applicable to
the Incentive Stock Options granted hereunder.

               (v)  Other Provisions.  Each Option granted under
     the Plan may contain such other terms, provisions, and
     conditions not inconsistent with the Plan as may be
     determined by the Administrator.

               (vi)  Buyout Provisions.  The Administrator may at
     any time offer to buyout for a payment in cash or Shares, an
     Option previously granted, based on such terms and
     conditions as the Administrator shall establish and
     communicate to the Optionee at the time that such offer is
     made.

     (b)  SARs

               (i)  In connection with Options.  At the sole
          discretion of the Administrator, SARs may be granted in
          connection with all or any part of an Option, either
          concurrently with the grant of the Option or at any
          time thereafter during the term of the Option.  The
          following provisions apply to SARs that are granted in
          connection with Options:

                    (1)  The SAR shall entitle the Optionee to
          exercise the SAR by surrendering to the Company
          unexercised a portion of the related Option.  The
          Optionee shall receive in exchange from the Company an
          amount equal to the excess of (1) the Fair Market Value
          on the date of exercise of the SAR of the Common Stock
          covered by the surrendered portion of the related
          Option over (2) the exercise price of the Common Stock
          covered by the surrendered portion of the related
          Option.  Notwithstanding the foregoing, the
          Administrator may place limits on the amount that may
          be paid upon exercise of an SAR; provided, however,
          that such limit shall not restrict the exercisability
          of the related Option.

                    (2)  When an SAR is exercised, the related
          Option, to the extent surrendered, shall cease to be
          exercisable.

                    (3)  An SAR shall be exercisable only when
          and to the extent that the related Option is
          exercisable and shall expire no later than the date on
          which the related Option expiries.

                    (4)  An SAR may only be exercised at a time
          when the Fair Market Value of the Common Stock covered
          by the related Option exceeds the exercise price of the
          Common Stock covered by the related Option.

               (ii)  Independent of Options.  At the sole
          discretion of the Administrator, SARs may be granted
          without related Options.  The following provisions
          apply to SARs that are not granted in connections with
          Options:

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                    (1)  The SAR shall entitle the Optionee, by
          exercising the SAR, to receive from the Company an
          amount equal to the excess of (1) the Fair Market Value
          of the Common Stock covered by the exercised portion of
          the SAR, as of the date of such exercise, over (2) the
          Fair Market Value of the Common Stock covered by the
          exercised portion of the SAR, as of the last market
          trading date prior to the date on which the SAR was
          granted; provided, however, that the Administrator may
          place limits on the aggregate amount that may be paid
          upon exercise of an SAR.

                    (2)  SARs shall be exercisable, in whole or
          in part, at such times as the Administrator shall
          specify in the Optionee's SAR agreement.

               (iii)  Form of Payment.  The Company's obligations
          arising upon the exercise of an SAR may be paid in
          Common Stock or is cash, or in any combination of
          Common Stock and cash, as the Administrator, in its
          sole discretion, may determine.  Shares issued upon the
          exercise of an SAR shall be valued at their Fair Market
          Value as of the date of exercise.

     (c)  Method of Exercise

               (i)  Procedure for Exercise, Rights as a
Shareholder.  Any Options or SAR granted hereunder shall be
exercisable at such times and under such conditions as determined
by the Administrator and as shall be permissible under the terms
of the Plan.

     An Option may not be exercised for a fraction of a Share.

     An Option or SAR shall be deemed to be exercised when
written notice of such exercise has been given to the Company in
accordance with the terms of the Option or SAR by the person
entitled to exercise the Option or SAR and full payment for the
Shares with respect to which the Option is exercised has been
received by the Company.  Full payment may, as authorized by the
Administrator (and, in the case of an Incentive Stock Option,
determined at the time of grant) and permitted by the Option
Agreement consist of any consideration and method of payment
allowable under subsection 7(a)(iii) of the Plan.  Until the
issuance (as evidenced by the appropriate entry on the books of
the Company or of an duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no
right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  No adjustment will
be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan.

     Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter shall be
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.  Exercise of an SAR in any manner shall, to the extent
the SAR is exercised, result in a decrease in the number of
Shares which thereafter shall be available for purposes of the
Plan, and the SAR shall cease to be exercisable to the extent it
has been exercised.

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               (ii)  Rule 16b-3.  Options and SARs granted to
     individuals subject to Section 16 of the Exchange Act
     ("insiders") may in the discretion of the administrator,
     comply with the applicable provisions of Rule 16b-3 and may
     contain such additional conditions or restrictions as may be
     required thereunder to qualify for the maximum exemption
     from Section 16 of the Exchange Act with respect to Plan
     transactions.

               (iii) Termination of Employment or Consulting
     Relationship.  Subject to Section 18 of the Plan relating to
     cancellation and rescission of Options and Rights, in the
     event an Optionee's Continuous Status as an Employee or
     Consultant terminates (other than upon the Optionee's death
     or Disability), the Optionee may exercise his or her Option
     or SAR, but only within such period of time as is determined
     by the Administrator at the time of grant, not to exceed six
     (6) months (three (3)months in the case of an Incentive
     Stock Option) from the date of such termination (but  in no
     event later than the expiration of the term of such Option
     or SAR as set forth in the Option or SAR at the date of such
     termination, and to the extent that the Optionee does not
     exercise such Option or SAR (to the extent otherwise so
     entitled) within the time specified herein, the Option or
     SAR shall terminate.

               (v)  Death of Optionee.  In the event of an
     Optionee's death, the Optionee's estate or a person who
     acquired the right to exercise the deceased Optionee's
     Option or SAR by bequest or inheritance may exercise the
     Option or SAR, but only within twelve (12) months following
     the date of death, and only to the extent that the Optionee
     was entitled to exercise it  at the date of death (but in no
     event later than the expiration of the term of such Option
     or SAR as set forth in the Option or SAR Agreement).  To the
     extent that Optionee was not entitled to exercise an Option
     or SAR at the date of death, and to the extent that the
     Optionee's estate or a person who acquired the right to
     exercise such Option does not exercise such Option or SAR
     (to the extent otherwise so entitled) within the time
     specified herein, the Option or SAR shall terminate.

     8.   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

                              E-35
<PAGE>

under the Plan it shall advise the offeree in writing of the
terms, conditions and restrictions related tot he 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, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made
the determination to grant the Stock purchase Right.  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
employment 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 and may be paid by cancellation of
any indebtedness of the purchaser to the Company.  The repurchase
option shall lapse at such rate as the Administrator may
determine.

          (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.  In addition, the
provisions of Restricted Stock Purchase Agreements need not be
the same with respect to each purchaser.

          (d).  Rule 16b-3.  Stock Purchase Rights granted to
Insiders, and Shares purchased by Insiders in connection with
Stock Purchase Rights may be in the discretion of the
Administrator, subject to any restrictions applicable thereto in
compliance the Rule 16b-3.  An Insider may only purchase Shares
pursuant to the grant of a Stock Purchase Right, and may only
sell Shares purchased pursuant to the grant of a Stock Purchase
Right, during such time or times as are permitted by Rule 16b-3
unless waived in the s0le discretion of the Administrator.

          (e)  Rights as a Shareholder.  Once the stock Purchase
Right is exercised, the purchaser shall have the rights
equivalent to those of a shareholder, and shall be a shareholder
when he 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 11 of the Plan.

     9.   Long-Term Performance Awards

          (a)  Administration.  Long-Term Performance Awards are
cash or stock bonus awards that may be granted either alone or in
addition to other awards granted under the Plan.  Such awards
shall be granted for no cash consideration. The Administrator
shall determine the nature, length and starting date of any
performance period (the "Performance Period") for each Long Term
Performance Award, and shall determine the performance or
employment factors, if any, to be used in the determination of
Long Term Performance Awards and the extent to which such Long-
Term Performance Awards are valued or have been earned.  Long-
term Performance Awards may vary from participant to participant
and between groups of participants and shall be based upon the
achievement of Company, Subsidiary, Parent and/or individual
performance factors or upon such other criteria as the
Administrator may deem appropriate.  Performance

                              E-36
<PAGE>

          Periods may overlap and participants may participate
simultaneously with respect to Long Term Performance Awards that
are subject to different Performance Periods and different
performance factors and criteria.  Long Term Performance Awards
shall be confirmed by, and be the subject to the terms of a Long
Term Performance Award agreement.  The terms of such awards need
not be the same with respect to each participant.

          At the beginning of each Performance Period, the
Administrator may determine for each Long Term Performance Award
subject to such Performance Period the range of dollar values or
number of shares of Common Stock to be awarded to the participant
at the end of the Performance Period if and to the extent that
the relevant measures of performance for such Long Term
Performance Award are met.  Such dollar values or number of
shares of Common Stock may be fixed or vary in accordance with
such performance or other criteria as may be determined by the
Administrator.

               (b)  Adjustment of Awards.  The Administrator may
adjust the performance factors applicable to the Long Term
Performance Awards to take into account changes in legal,
accounting and tax rules and to make such adjustments as the
Administrator deems necessary or appropriate to reflect the
inclusion or exclusion of the impact of extraordinary or unusual
items, events or circumstances in order to avoid windfalls or
hardships.

          10.  Non-Transferability of Awards.  Options and Rights
may not be sold, pledged, assigned, hopothecated, 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, provided, however,
Nonstatutory Stock Options and Rights may be transferred: (i) by
gift to the Family Member; (ii) under a domestic relations order
in settlement of marital property rights; ad (iii) to any entity
in which more than fifty percent of the voting interest are owned
by Family Members (or the Employee or consultant) in exchange for
an interest in that entity.  Any attempted non-permitted transfer
shall be void and shall immediately terminate the Nonstatutory
Stock Option or Right.

          11.  Adjustment Upon Changes in Capitalization,
Dissolution, Merger, Asset Sale or Change of Control

               (a)  Changes in Capitalization.  Subject to any
required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstranding Option and
Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan as to which no Options or
Rights have yet been granted or which have been returned tothe
Plan upon cancellation or expiration of an Option or Right, as
well as the price per share of Common Stock covered by each such
outstanding Option or Right shall be proportionately adjusted for
any 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."  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

                              E-37
<PAGE>

convertible into shares of stock of any class, shall effect, 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 or Right.

          (b)  Dissolution or Liquidation.  In the event of the
proposed dissolution or liquidation of the company, to the extent
that an Option or Right has not been previously exercised, it
will terminate immediately prior to the consummation of such
proposed action.  The Board may, in the exercise of its sole
discretion in such instances, declare that any Option or Right
shall terminate as of a date fixed by the Board and give each
Optionee the right to exercise his or her Option or right as to
all or any part of the Optioned Stock, including Shres as to
which the Option or Right would not otherwise be exercisable.

          (c)  Merger or Asset Sale.  Subject to the provisions
of paragraph (d) hereof, 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 and
Right shall be assumed or an equivalent Option or Right
substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation.  In the event that the
successor corporation does not agree to assume that Option or to
substitute an equivalent option, the Administrator shall, in lieu
of such assumption or substitution, provide for the Optionee to
have the right to exercise the Option or Right as to all or a
portion of the Optioned Stock, including Shares as to which it
would not otherwise be exercisable.  If the Administrator makes
an Option or Right exercisable in lieu of assumption of
substitution in the event  of a merger or sale of assets, the
Administrator shall notify  the Optionee that the Option or Right
shall be exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Right will terminate upon
the expiration of such period.  For the purposes of this
paragraph, the Option or Right shall be considered assumed if,
immediately following the merger or sale assets, the Option or
Right confers the right to purchase, for each Share of Optioned
Stock subject to the Option or Right 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 received in the merger or sale of assets
was not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation and the participant, provide for the consideration to
be received upon the exercise of the Option or Right, for each
Share of Optioned Stock subject to the Option or 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.

          (d)  Change in control.  In the event of a "Change in
Control" of the Company, as defined in paragraph (e) below, then
the following acceleration and valuation provisions shall apply:

               (i)  Except as otherwise determined by the board,
in its discretion, prior to the occurrence of a Change in
Control, an Options and Rights outstanding on the date such
Change in Control is determined to have occurred that are not yet
exercisable and vested on such

                              E-38
<PAGE>

          date shall become fully exercisable and vested;

               (ii)  Except as otherwise determined by the Board,
in its discretion, prior tot he occurrence of a Change in
Control, all outstanding Options and Rights, to the extent they
are exercisable and vested (including Options and Rights that
shall be exercisable and vested pursuant to subparagraph (i)
above), shall be terminated in exchange for a cash payment equal
to the Change in Control Price, (reduced by the exercise price,
if any, applicable to such Options or Rights).  These cash
proceeds shall be paid tot he Optionee or, in the event of death
of an Optionee prior to payment, to the estate of the Optionee or
to a person who acquired the right to exercise the Option or
Right by bequest or inheritance.

          (e)  Definition of "Change in Control".  For purposes
of this Section 11, a "Change in Control" means the happening of
any of the following:

               (i)  When any "person" as such term is used in
          Section 13(d) and 14(d) of the Exchange Act (other than
          the Company, a Subsidiary or a Company employee benefit
          plan, including any trustee of such plan acting as
          trustee) is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), directly
          or indirectly, of securities of the company
          representing fifty percent (50%) or more of the
          combined voting power of the Company's then outstanding
          securities entitled to vote generally in the election
          of directors; or

               (ii)  A merger or consolidation of the Company
          with any other corporation, other than a merger or
          consolidation which would result in the voting
          securities of the company outstanding immediately prior
          thereto continuing to represent (either by remaining
          outside or by being converted into voting securities of
          the surviving entity) at least fifty percent (50%) of
          the total voting power represented by the voting
          securities of the Company or such surviving entity
          outstanding immediately after such merger or
          consolidation, or the shareholders of the company
          approve an agreement for the sale or disposition by the
          Company of all or substantially all the company's
          assets; or

               (iii)  A change in the composition of the Board or
          Directors of the Company occurring within a two-year
          period, as a result of which fewer than a majority of
          the director are Incumbent Directors.

          "Incumbent Directors"  shall mean directors who either
          (A) are director of the Company as of the date the Plan
          is approved by the shareholders, or (B) are elected, or
          nominated for election, to the Board of Directors of
          the Company with the affirmative votes of at least a
          majority of the Incumbent Directors at the time the
          affirmative votes of at least a majority of the
          Incumbent Directors at the time of such election or
          nomination (but shall not include an individual whose
          election or nomination is in connection with an actual
          or threatened proxy contest relating to the election of
          directors to the Company).

                              E-39
<PAGE>



          (f)  Change in Control Price.  For purposes of this
          Section 11 "Change in Control Price" shall be, as
          determined by the Board, (i) the highest Fair Market
          Value of a Share within the 60-day period immediately
          preceding the date of determination of the Change in
          Control Price by the Board (the " 60-Day Period"), or
          (ii) the highest price paid or offered per Share, as
          determined by the Board, in any bona fide transaction
          or bona fide offer related to the Change in Control of
          the Company, at any time within the 60-Day Period,
          or(iii) such lower price as the Board, in its
          discretion, determines to be a reasonable estimate of
          the fair market value of a Share.

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

     13.  Amendment and Termination of the Plan.

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

          (b)  Shareholder Approval.  The Company shall obtain
shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Rule 16b-3 or with Section
422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of
any exchange or quotation system on which the Common Stock is
listed or quoted).  Such shareholder approval, if required, shall
be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.

          (c)  Effect of Amendment or Termination.  No amendment,
alteration, suspension or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.

     14.  Conditions Upon Issuance of Shares.

          (a)  Legal Compliance.  Shares shall not be issue
pursuant tot he exercise of an Option or right unless the
exercise of such Option or Right and the issuance and delivery of
such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the securities laws of applicable
states, the rules and regulations promulgated thereunder,
Applicable laws, and the requirements of any stock exchange or
quotation system upon which the Shares may then be listed or
quoted, and shall further subject to the approval of counsel for
the Company with respect to such compliance.

          (b)  Investment Presentations.  As a condition to the
exercise of an Option or Right, the Company may require the
person exercising such Option or Right to represent and warrant
at the time of any such exercise that he Shares are being
purchased only for investment and without any present intention
to sell or distribute such Shares and to provide such other

                              E-40
<PAGE>

representations and warranties as are necessary to comply with
Federal and applicable state securities laws, or with covenants
or representations made by the Company in connection with any
offering of its Common Stock, if in the opinion of counsel for
the Company, such representations are required.

     15.  Liability of Company.

          (a)  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
to the failure to issue or sell Shares as to which such requisite
authority shall not have been obtained.

          (b)  Grants Exceeding Allotted Shares.  If the Optioned
Stock covered by an Option or Right exceeds, as of the date of
grant, the number of Shares which may be issued under the Plan
without additional shareholder approval, such Option or Right
shall be void with respect to such excess Optioned Stock, unless
shareholder approval, such Option or Right shall be void with
respect to such excess Optioned Stock, unless shareholder
approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with
Section 13(b) of the Plan.

     16.  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.

     17.  Shareholder Approval.  Continuance of the Plan shall be
subject to approval by the shareholders of the Company within
twelve (12) months after the date the Plan is adopted.  Such
shareholder approval shall be obtained in the manner and tot he
degree required under applicable federal and state law.

     18.  Cancellation and Recession of Options and Rights.

          (a)  Conditions for Cancellation and Recession of
Options and Rights.  Unless the Option Agreement, SAR Agreement,
Long-Term Performance Award Agreement or Restricted Stock
Purchase Agreement (collectively the "Stock Award Agreement")
specifies otherwise, the Board may cancel, rescind, suspend,
withhold or otherwise limit or restrict any unexpired, unpaid, or
deferred Option or Right at any time if the participant is not in
compliance with all applicable provisions of the Stock Award
Agreement and the Plan, or if the participant engages in any
"Detrimental Activity."  For purposes of this subsection 18(a),
"Detrimental Activity" shall include: (i) the rendering of
services for any organization or engaging directly or indirectly
in any business which is or becomes competitive with the Company,
or which organization or business, or the rendering of services
to such organization or business, is or becomes otherwise
prejudicial to or in conflict with the interest of the Company;
(ii) the disclosure to anyone outside the Company, o the use in
other than the Company's business, without prior written
authorization from the Company, of any confidential  information
or material, as defined in the Company's confidential information
or similar agreement, relating to the business of the Company,
acquired by the participant either during or after employment
with

                              E-41
<PAGE>

the Company; (iii) the failure or refusal to disclose promptly
and to assign to the Company, pursuant tot he Company's
confidential information or similar agreement, all right, title
and interest in any invention or idea, patentable or not, made or
conceived by the participant during employment by the Company,
relating in any manner to the actual or anticipated business,
research or development work of the Company or the failure or
refusal to do anything reasonably necessary to enable the Company
to secure a patent where appropriate in the United States and in
other countries; (iv) activity that results in termination of the
participant's employment for cause; (v) a violation of any rules,
policies, procedures or guidelines of the Company, including but
not limited to the Company's business conduct or similar
guidelines;  (vi) any attempt directly or indirectly to induce
any employee of the Company to be employed or perform services
elsewhere or any attempt directly or indirectly to solicit the
trade or business of any current or prospective customer,
supplier or partner of the Company; (vii) the participant being
convicted of, or entering a guilty plea with respect to, a crime,
whether or not connected with the Company; or (viii) any other
conduct to act determined to be injurious, detrimental or
prejudicial to any interest of the Company.

     (b)  Remedies of the Company.  In connection with subsection
189a) herein, upon exercise, payment or delivery pursuant to a
Option or Right, the participant shall certify in a manner
acceptable to the Company that he or she is in compliance with
the terms and conditions of the Plan.  In the event a participant
engages in a Detrimental Activity prior to or during the six
months after, any exercise, payment or delivery pursuant to an
Option or Right, such exercise, payment or delivery may be
rescinded within two years thereafter.  In the event of any such
rescission, the participant shall pay to the Company the amount
of any gain realized or payment received as a result of the
rescinded exercise, payment or delivery, in such manner and on
such terms and conditions as may be required, and the Company
shall be entitled to set-off against the amount of any such gain
any amount owned to the participant by the Company.

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