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                                                                    EXHIBIT 10.1


                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

              AMENDED AND RESTATED 2001 DIRECTOR STOCK OPTION PLAN


1.       PURPOSE

         The purpose of this 2001 Director Stock Option Plan (the "Plan") of
Lumenon Innovative Lightwave Technology, Inc. (the "Company") is to encourage
ownership in the Company by non-employee directors of the Company whose
continued services are considered essential to the Company's future progress and
to provide them with a further incentive to remain as directors of the Company.

2.       ADMINISTRATION

         The Board of Directors (the "Board") shall supervise and administer the
Plan. All questions concerning interpretation of the Plan or any options granted
under it shall be resolved by the Board and such resolution shall be final and
binding upon all persons having an interest in the Plan. The Board may, to the
full extent permitted by or consistent with applicable laws or regulations,
delegate any or all of its powers under the Plan to a committee appointed by the
Board, and if a committee is so appointed, all references to the Board in the
Plan shall mean and relate to such committee.

3.       PARTICIPATION IN THE PLAN

         Each director of the Company who is not an employee of the Company or
any parent or subsidiary of the Company ("non-employee directors") shall be
eligible to receive options under the Plan (the "Optionee").

4.       STOCK SUBJECT TO THE PLAN

         (a)      The maximum number of shares of the Company's common stock,
par value $0.001 per share ("Common Stock"), which may be issued under the Plan
shall be 600,000 shares, subject to adjustment as provided in Section 7.

         (b)      The maximum number of shares of the Company's Common Stock
which may be issued to each Optionee under the Plan over a ten year period shall
be equal to 1,923,945 shares of Common Stock.

         (c)      If any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares
covered by the unexercised portion of such option shall again become available
for issuance pursuant to the Plan.

         (d)      All options granted under the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

         (e)      Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.



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5.       TERMS, CONDITIONS AND FORM OF OPTIONS

         Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:

         (a)      (i)     Automatic Option Grant Dates. Each Optionee shall be
automatically granted an option to purchase 10,000 shares of Common Stock on the
date of each Annual Meeting of Stockholders of the Company commencing with the
2001 Annual Meeting of Stockholders (other than a director who was initially
elected to the Board at any such Annual Meeting or, if previously elected, at
any time after the prior year's Annual Meeting of Stockholders), provided that
he or she is serving as a non-employee director immediately following the date
of such Annual Meeting.

                  (ii)     Periodic Grants of Options. Subject to the execution
by the Optionee of an appropriate option agreement, the Board may grant
additional options to purchase a number of shares to be determined by the Board
in recognition of services provided by an Optionee in his or her capacity as a
director, provided that such grants are in compliance with the requirements of
Rule 16b-3 ("Rule 16b-3"), as promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Each date of grant of an option pursuant to this Section 5(a) is hereinafter
referred to as an "Option Grant Date."

         (b)      (i) Option Exercise Price. The option exercise price per share
for each option granted under the Plan shall equal (i) the closing price on any
national securities exchange on which the Common Stock is listed, (ii) the
closing price of the Common Stock on The Nasdaq National Market or (iii) the
average of the closing bid and asked prices in the over-the-counter market,
whichever is applicable, as published in The Wall Street Journal, on the last
trading day immediately preceding the Option Grant Date. If no sales of Common
Stock were made on the last trading day immediately preceding the Option Grant
Date, the price of the Common Stock for purposes of clauses 5(a)(i) and (ii)
above shall be the reported price for the next preceding day on which such sales
were made.

                  (ii)     Currency of Option Exercise Price. The exercise price
of any and all options granted by the Board on or after January 1, 2001 shall be
expressed in Canadian dollars rather than United States dollars, which are
presented as a reference to the basis of the option exercise price, as
determined in Section 5(b)(i), and that the exercise price of such options shall
be converted from United States dollars to Canadian dollars using the Bank of
Canada nominal noon exchange rate on the Option Grant Date and shall be so
reflected in such grants, it being understood that, as so converted, the
exercise price shall remain the fair market value per share on the Option Grant
Date.

         (c)      Transferability of Options. Except as the Board may otherwise
determine or provide in an option granted under the Plan, any option granted
under the Plan shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the Optionee, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, during the life of the



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Optionee, shall be exercisable only by the Optionee. References to an Optionee,
to the extent relevant in the context, shall include references to authorized
transferees.

         (d)      Vesting Period. (i) General. Each option granted under the
Plan pursuant to Section 5(a)(i) above shall become exercisable in full upon the
earlier of one year from the Option Grant Date or the date immediately preceding
the next Annual Meeting of Stockholders. No further vesting shall occur with
respect to an option granted pursuant to Section 5(a)(i) after the Optionee
ceases to be a non-employee director of the Company. Each option granted under
the Plan pursuant to Section 5(a)(ii) above shall become exercisable on such
terms as shall be determined by the Board and set forth in the option agreement
with the respective Optionee.

                  (ii)     Acceleration Upon Acquisition Event. Notwithstanding
the foregoing, each outstanding option granted under the Plan shall immediately
become exercisable in full upon the occurrence of an Acquisition Event (as
defined in Section 8) with respect to the Company.

                  (iii)    Right to Receive Restricted Stock. Notwithstanding
the provisions of Section 5(d)(i) above, the Board shall have the authority to
grant options (including options granted pursuant to Section 5(a)(i) above)
which are immediately exercisable subject to the Company's right to repurchase
any unvested shares of stock acquired by the optionee on exercise of an option
in the event such optionee's service as a non-employee director terminates for
any reason.

         (e)      Termination. Each option shall terminate, and may no longer be
exercised, on the earlier of (i) the date ten years after the Option Grant Date
of such option or (ii) the date which is 90 days after the date on which the
optionee ceases to serve as a non-employee director of the Company.

         (f)      Exercise of Option. An option may be exercised only by written
notice to the Company at its principal office accompanied by (i) payment in cash
or by certified or bank check of the full consideration for the shares as to
which they are exercised or (ii) an irrevocable undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the exercise
price or delivery of irrevocable instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price.

6.       LIMITATION OF RIGHTS

         (a)      No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain the Optionee as a non-employee director for any
period of time.

         (b)      No Stockholder's Rights for Options. An Optionee shall have no
rights as a stockholder with respect to the shares covered by his or her option
until the date of the issuance to him or her of a stock certificate therefor,
and no adjustment will be made for dividends or other rights (except as provided
in Section 7) for which the record date is prior to the date such certificate is
issued.




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         (c)      Compliance with Securities Laws. Each option shall be subject
to the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state, federal or provincial
law, or the consent or approval of any governmental or regulatory body, or the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board. Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

7.       ADJUSTMENT PROVISIONS FOR MERGERS, RECAPITALIZATIONS AND RELATED
         TRANSACTIONS

         If, through or as a result of any merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar transaction, (i) the outstanding shares of
Common Stock are exchanged for a different number or kind of securities of the
Company or of another entity, or (ii) additional shares or new or different
shares or other securities of the Company or of another entity are distributed
with respect to such shares of Common Stock, the Board shall make an appropriate
and proportionate adjustment in (x) the maximum number and kind of shares
reserved for issuance under the Plan, (y) the number and kind of shares or other
securities subject to then outstanding options under the Plan, and (z) the price
for each share subject to any then outstanding options under the Plan (without
changing the aggregate purchase price for such options), to the end that each
option shall be exercisable, for the same aggregate exercise price, for such
securities as such Optionee would have held immediately following such event if
he or she had exercised such option immediately prior to such event. No
fractional shares will be issued under the Plan on account of any such
adjustments.

8.       ACQUISITION EVENT

         For purposes of the Plan, an "Acquisition Event" shall be deemed to
have occurred only if any of the following events occurs: (i) any merger or
consolidation which results in the voting securities of the Company outstanding
immediately prior thereto representing immediately thereafter (either by
remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity) less than 50% of the combined voting power of the
voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such merger or consolidation; (ii) any sale of all
or substantially all of the assets of the Company; or (iii) the complete
liquidation of the Company.

9.       TERMINATION AND AMENDMENT OF THE PLAN

         The Board may suspend or terminate the Plan or amend it in any respect
whatsoever.





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10.      NOTICE

         Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

11.      GOVERNING LAW

         The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the internal laws of the State of Delaware (without regard
to any applicable conflicts of laws or principles).

12.      EFFECTIVE DATE

         The Plan shall take effect upon its adoption by the Board, subject to
stockholder approval at the Company's 2001 Annual Meeting of Stockholders.



Adopted by the Board of Directors on August 14, 2001.

Adopted by the Stockholders on November 14, 2001.




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