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                                                                    EXHIBIT 10.2


                  LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.


                              AMENDED AND RESTATED
          2001 NON-OFFICER, NON-DIRECTOR EMPLOYEE STOCK INCENTIVE PLAN


1.    PURPOSE

      The purpose of this 2001 Non-Officer, Non-Director Employee Stock
Incentive Plan (the "Plan") of Lumenon Innovative Lightwave Technology, Inc., a
Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.    ELIGIBILITY

      All of the Company's full-time employees, other than those employees who
are also officers or directors of the Company, are eligible to be granted
options awards (each, an "Award") under the Plan. Each person who has been
granted an Award under the Plan shall be deemed a "Participant."

3.    ADMINISTRATION AND DELEGATION

      (a)   ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

      (b)   DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to such Awards and the maximum number of shares for any one
Participant to be made by such executive officers

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      (c)   APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.

      (d)   AUTHORITY. Subject to the provisions of the Plan, the Board shall
have complete authority, in its sole discretion, to make or to select the manner
of making any and all determinations required for the operation of the Plan, and
without limiting the generality of the foregoing, shall have the authority to:

            (1)   grant Awards to eligible individuals, pursuant to the terms of
the Plan;

            (2)   determine whether and to what extent Awards are to be granted
hereunder;

            (3)   determine the number of shares of Common Stock to be covered
by each Award granted hereunder;

            (4)   determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award (which need not be identical in every case),
including, but not limited to, the share price and any restriction or
limitation, or any vesting acceleration or forfeiture waiver regarding any Award
and the shares of Common Stock relating thereto, based on such factors as the
Board shall determine;

            (5)   determine whether and under what circumstances an Option (as
hereinafter defined) may be settled, as provided in Section 5(d);

            (6)   determine whether and under what circumstances an Option may
be exercised without a payment of cash as provided in Section 5(d); and

            (7)   determine whether, to what extent and under what circumstances
Common Stock and other amounts payable with respect to an Award under this Plan
shall be deferred either automatically or at the election of the Participant.

      In making such determinations, the Board may take into account the nature
of the services rendered by the respective individuals, their present and
potential contributions to the success of the Company, and such other factors as
the Board in its discretion shall deem relevant. Subject to the provisions of
the Plan, the Board shall also have complete authority, in its sole discretion,
to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of any Award issued under
the Plan (and any agreements relating thereto), to resolve all disputes arising
under the Plan, and to make all other determinations necessary or advisable for
the administration of the Plan.

4.    STOCK AVAILABLE FOR AWARDS

      (a)   NUMBER OF SHARES. Subject to adjustment under Section 6, Awards may
be made under the Plan for up to 2,000,000 shares of common stock, $0.001 par
value per share, of the


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Company (the "Common Stock"). If (i) any Award expires or is terminated,
surrendered or canceled without having been fully exercised, (ii) any Award is
forfeited in whole or in part, (iii) any Award results in any shares of Common
Stock not being issued or (iv) the shares of Common Stock issued pursuant to any
Award are repurchased by the Company (including without limitation shares of
Common Stock issued upon exercise of an Option that are subsequently repurchased
by the Company pursuant to a contractual repurchase right or otherwise), the
unused shares of Common Stock covered by such Award shall again be available for
the grant of Awards under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

      (b)   PER PARTICIPANT LIMIT. Subject to adjustment under Section 6, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan over a ten year period shall be equal
to 1,923,945 shares of Common Stock. The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with Section 162(m) of
the Code.

5.    NON-STATUTORY STOCK OPTIONS

      (a)   GENERAL. The Board may grant non-statutory stock options to purchase
Common Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal, state or provincial securities laws,
as it considers necessary or advisable. No Option granted under the Plan shall
be intended to be an "incentive stock option" as defined in Section 422 of the
Code.

      (b)   EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable instrument
evidencing the grant of the Option.

      (c)   DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement, provided, however, that no Award shall be granted
for a term in excess of 10 years.

      (d)   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.    ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS.

      (a)   CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each



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outstanding Option, and (iii) the terms of each other outstanding Award shall be
appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 6(a)
applies and Section 6(c) also applies to any event, Section 6(c) shall be
applicable to such event, and this Section 6(a) shall not be applicable.

      (b)   LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Award granted under the Plan at the time of the grant of such
Award.

      (c)   REORGANIZATION AND CHANGE IN CONTROL EVENTS

            (1)   DEFINITIONS

                  (a)   A "Reorganization Event" shall mean:

                        (i)   any merger or consolidation of the Company with or
                              into another entity as a result of which all of
                              the Common Stock is converted into or exchanged
                              for the right to receive cash, securities or other
                              property; or

                        (ii)  any exchange of all of the Common Stock of the
                              Company for cash, securities or other property
                              pursuant to a share exchange transaction.

                  (b)   A "Change in Control Event" shall mean:

                        (i)   the acquisition by an individual, entity or group
                              (within the meaning of Section 13(d)(3) or
                              14(d)(2) of the Securities Exchange Act of 1934,
                              as amended (the "Exchange Act")) (a "Person") of
                              beneficial ownership of any capital stock of the
                              Company if, after such acquisition, such Person
                              beneficially owns (within the meaning of Rule
                              13d-3 promulgated under the Exchange Act) 40% or
                              more of either (x) the then-outstanding shares of
                              common stock of the Company (the "Outstanding
                              Company Common Stock") or (y) the combined voting
                              power of the then-outstanding securities of the
                              Company entitled to vote generally in the election
                              of directors (the "Outstanding Company Voting
                              Securities"); PROVIDED, HOWEVER, that for purposes
                              of this subsection (i), the following acquisitions
                              shall not constitute a Change in Control Event:
                              (A) any


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                              acquisition directly from the Company (excluding
                              an acquisition pursuant to the exercise,
                              conversion or exchange of any security
                              exercisable for, convertible into or
                              exchangeable for common stock or voting
                              securities of the Company, unless the Person
                              exercising, converting or exchanging such
                              security acquired such security directly from
                              the Company or an underwriter or agent of the
                              Company), (B) any acquisition by any employee
                              benefit plan (or related trust) sponsored or
                              maintained by the Company or any corporation
                              controlled by the Company, or (C) any
                              acquisition by any corporation pursuant to a
                              Business Combination (as defined below) which
                              complies with clauses (x) and (y) of subsection
                              (iii) of this definition; or

                        (ii)  such time as the Continuing Directors (as defined
                              below) do not constitute a majority of the Board
                              (or, if applicable, the Board of Directors of a
                              successor corporation to the Company), where the
                              term "Continuing Director" means at any date a
                              member of the Board (x) who was a member of the
                              Board on the date of the initial adoption of this
                              Plan by the Board or (y) who was nominated or
                              elected subsequent to such date by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election or whose election to the Board was
                              recommended or endorsed by at least a majority of
                              the directors who were Continuing Directors at the
                              time of such nomination or election; PROVIDED,
                              HOWEVER, that there shall be excluded from this
                              clause (y) any individual whose initial assumption
                              of office occurred as a result of an actual or
                              threatened election contest with respect to the
                              election or removal of directors or other actual
                              or threatened solicitation of proxies or consents,
                              by or on behalf of a person other than the Board;
                              or

                        (iii) the consummation of a merger, consolidation,
                              reorganization, recapitalization or share exchange
                              involving the Company or a sale or other
                              disposition of all or substantially all of the
                              assets of the Company (a "Business Combination"),
                              unless, immediately following such Business
                              Combination, each of the following two conditions
                              is satisfied: (x) all or substantially all of the
                              individuals and entities who were the beneficial
                              owners of the Outstanding Company Common Stock and
                              Outstanding Company Voting Securities immediately
                              prior to such



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                              Business Combination beneficially own, directly or
                              indirectly, more than 50% of the then-outstanding
                              shares of common stock and the combined voting
                              power of the then-outstanding securities entitled
                              to vote generally in the election of directors,
                              respectively, of the resulting or acquiring
                              corporation in such Business Combination (which
                              shall include, without limitation, a corporation
                              which as a result of such transaction owns the
                              Company or substantially all of the Company's
                              assets either directly or through one or more
                              subsidiaries) (such resulting or acquiring
                              corporation is referred to herein as the
                              "Acquiring Corporation") in substantially the same
                              proportions as their ownership of the Outstanding
                              Company Common Stock and Outstanding Company
                              Voting Securities, respectively, immediately prior
                              to such Business Combination and (y) no Person
                              (excluding the Acquiring Corporation or any
                              employee benefit plan (or related trust)
                              maintained or sponsored by the Company or by the
                              Acquiring Corporation) beneficially owns, directly
                              or indirectly, 40% or more of the then-outstanding
                              shares of common stock of the Acquiring
                              Corporation, or of the combined voting power of
                              the then-outstanding securities of such
                              corporation entitled to vote generally in the
                              election of directors (except to the extent that
                              such ownership existed prior to the Business
                              Combination).


                  (c)   "Good Reason" shall mean any significant diminution in
                        the Participant's title, authority, or responsibilities
                        from and after such Reorganization Event or Change in
                        Control Event, as the case may be, or any reduction in
                        the annual cash compensation payable to the Participant
                        from and after such Reorganization Event or Change in
                        Control Event, as the case may be, or the relocation of
                        the place of business at which the Participant is
                        principally located to a location that is greater than
                        50 miles from the current site.

                  (d)   "Cause" shall mean any (i) willful failure by the
                        Participant, which failure is not cured within 30 days
                        of written notice to the Participant from the Company,
                        to perform his or her material responsibilities to the
                        Company or (ii) willful misconduct by the Participant
                        which affects the business reputation of the Company.
                        The Participant shall be considered to have been
                        discharged for "Cause" if the Company determines, within
                        30 days after the Participant's resignation, that
                        discharge for Cause was warranted.

            (2)   EFFECT ON OPTIONS


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                  (a)   REORGANIZATION EVENT. Upon the occurrence of a
                        Reorganization Event (regardless of whether such event
                        also constitutes a Change in Control Event), or the
                        execution by the Company of any agreement with respect
                        to a Reorganization Event (regardless of whether such
                        event will result in a Change in Control Event), the
                        Board shall provide that all outstanding Options shall
                        be assumed, or equivalent options shall be substituted,
                        by the acquiring or succeeding corporation (or an
                        affiliate thereof); PROVIDED THAT if such Reorganization
                        Event also constitutes a Change in Control Event, except
                        to the extent specifically provided to the contrary in
                        the instrument evidencing any Option or any other
                        agreement between a Participant and the Company (A)
                        one-half of the number of shares subject to the Option
                        which were not already vested shall be exercisable upon
                        the occurrence of such Reorganization Event and, subject
                        to (B) below, the remaining one-half of such number of
                        shares shall continue to become vested in accordance
                        with the original vesting schedule set forth in such
                        option, with one-half of the number of shares that would
                        otherwise have become vested on each subsequent vesting
                        date in accordance with the original schedule becoming
                        vested on each subsequent vesting date and (B) such
                        assumed or substituted options shall become immediately
                        exercisable in full if, on or prior to the first
                        anniversary of the date of the consummation of the
                        Reorganization Event, the Participant's employment with
                        the Company or the acquiring or succeeding corporation
                        is terminated for Good Reason by the Participant or is
                        terminated without Cause by the Company or the acquiring
                        or succeeding corporation. For purposes hereof, an
                        Option shall be considered to be assumed if, following
                        consummation of the Reorganization Event, the Option
                        confers the right to purchase, for each share of Common
                        Stock subject to the Option immediately prior to the
                        consummation of the Reorganization Event, the
                        consideration (whether cash, securities or other
                        property) received as a result of the Reorganization
                        Event by holders of Common Stock for each share of
                        Common Stock held immediately prior to the consummation
                        of the Reorganization Event (and if holders were offered
                        a choice of consideration, the type of consideration
                        chosen by the holders of a majority of the outstanding
                        shares of Common Stock); provided, however, that if the
                        consideration received as a result of the Reorganization
                        Event is not solely common stock of the acquiring or
                        succeeding corporation (or an affiliate thereof), the
                        Company may, with the consent of the acquiring or
                        succeeding corporation, provide for the consideration to
                        be received upon the exercise of Options to consist
                        solely of common stock of the acquiring or succeeding
                        corporation (or an affiliate thereof) equivalent in fair
                        market value to the per share



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                        consideration received by holders of outstanding shares
                        of Common Stock as a result of the Reorganization Event.

                              Notwithstanding the foregoing, if the acquiring or
                        succeeding corporation (or an affiliate thereof) does
                        not agree to assume, or substitute for, such Options,
                        then the Board shall, upon written notice to the
                        Participants, provide that all then unexercised Options
                        will become exercisable in full as of a specified time
                        prior to the Reorganization Event and will terminate
                        immediately prior to the consummation of such
                        Reorganization Event, except to the extent exercised by
                        the Participants before the consummation of such
                        Reorganization Event; provided, however, that in the
                        event of a Reorganization Event under the terms of which
                        holders of Common Stock will receive upon consummation
                        thereof a cash payment for each share of Common Stock
                        surrendered pursuant to such Reorganization Event (the
                        "Reorganization Price"), then the Board may instead
                        provide that all outstanding Options shall terminate
                        upon consummation of such Reorganization Event and that
                        each Participant shall receive, in exchange therefor, a
                        cash payment equal to the amount (if any) by which (A)
                        the Reorganization Price multiplied by the number of
                        shares of Common Stock subject to such outstanding
                        Options (whether or not then exercisable), exceeds (B)
                        the aggregate exercise price of such Options. To the
                        extent all or any portion of an Option becomes
                        exercisable solely as a result of the first sentence of
                        this paragraph, upon exercise of such Option the
                        Participant shall receive shares subject to a right of
                        repurchase by the Company or its successor at the Option
                        exercise price. Such repurchase right (1) shall lapse at
                        the same rate as the Option would have become
                        exercisable under its terms and (2) shall not apply to
                        any shares subject to the Option that were exercisable
                        under its terms without regard to the first sentence of
                        this paragraph.

                  (b)   CHANGE IN CONTROL EVENT THAT IS NOT A REORGANIZATION
                        EVENT. Upon the occurrence of a Change in Control Event
                        that does not also constitute a Reorganization Event,
                        except to the extent specifically provided to the
                        contrary in the instrument evidencing any Option or any
                        other agreement between a Participant and the Company,
                        the vesting schedule of such Option shall be accelerated
                        in part so that one-half of the number of shares that
                        would otherwise have first become vested on any date
                        after the date of the Change in Control Event shall
                        immediately become exercisable. The remaining one-half
                        of such number of shares shall continue to become vested
                        in accordance with the original vesting schedule set
                        forth in such Option, with one-half of the number of
                        shares that would otherwise have become vested on each
                        subsequent vesting





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                        date in accordance with the original schedule becoming
                        vested on each such subsequent vesting date; provided,
                        however, that each such Option shall be immediately
                        exercisable in full if, on or prior to the first
                        anniversary of the date of the consummation of the
                        Change in Control Event, the Participant's employment
                        with the Company or the acquiring or succeeding
                        corporation is terminated for Good Reason by the
                        Participant or is terminated without Cause by the
                        Company or the acquiring or succeeding corporation.

7.    GENERAL PROVISIONS APPLICABLE TO AWARDS

      (a)   TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

      (b)   DOCUMENTATION. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

      (c)   BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

      (d)   TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative or designated beneficiary may exercise rights under the Award.

      (e)   WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to a Participant.

      (f)   AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type and changing the date of exercise or
realization, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

      (g)   CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares


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previously delivered under the Plan until (i) all conditions of the Award have
been met or removed to the satisfaction of the Company, (ii) in the opinion of
the Company's counsel, all other legal matters in connection with the issuance
and delivery of such shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company
such representations or agreements as the Company may consider appropriate to
satisfy the requirements of any applicable laws, rules or regulations.

      (h)   ACCELERATION. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

8.    MISCELLANEOUS

      (a)   NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

      (b)   NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or designated beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

      (c)   EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date it is adopted by the Board (the "Effective Date"). No Awards shall be
granted under the Plan after the completion of ten years from the Effective
Date, but Awards previously granted may extend beyond that date.

      (d)   AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to regulatory approval.

      (e)   GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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




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