Exhibit 4

                   Gk Intelligent Systems, Inc.
                      2004 Stock Option Plan


1.    Purposes of the Plan.  The purposes of the Plan are to attract and
retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants
and to promote the success of the Company's business through the issuance of
options, stock purchase rights, other stock-based awards, and other benefits.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options. Stock purchase rights may also be granted under the Plan.

2.    Definitions. As used herein, the following definitions shall apply:
      a.    "Administrator" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan to administer the Plan.

      b.    "Award" means any award or benefit granted to any participant
under the Plan, including, without limitation, the grant of Options, Stock
Purchase Rights, and other Stock-based awards and other benefits.

      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 of Directors
in accordance with Section 4 of the Plan.

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

      g.    "Company" means GK Intelligent Systems, Inc.

      h.    "Consultant" means any person, including an advisor, who is not an
Employee but is engaged by the Company or any Parent or Subsidiary to render
services and is compensated for such services, and any director of the Company
whether compensated for such services or not provided that if and in the event
the Company registers any class of any equity security pursuant to the
Exchange Act, the term Consultant shall thereafter not include directors who
are not compensated for their services or are paid only a director's fee by
the Company.

      i.    "Disability" means, with respect to an Optionee, that the Optionee
has any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than twelve (12) months, and which renders the
Optionee unable to engage in any substantial gainful activity.  An Optionee
shall not be considered to have a Disability unless Optionee furnishes proof
of the existence thereof in such form and manner, and at such time, as the
Administrator may require, and the Administrator determines in its discretion
that the Optionee has such a medically determinable physical or mental
impairment.

      j.    "Employee" means any person who is determined by the Administrator
to be a common law employee of the Company or any Parent or Subsidiary of the
Company.  With respect to any entity for which the Company or any Parent of
Subsidiary of the Company is a single owner and which is disregarded as an
entity separate from its owner pursuant to Treasury Regulations Section
301.7701-3, any person who determined by the Administrator to be a common law
employee of that entity shall be treated as an Employee.

      k.    "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      l.    "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, its Fair Market Value shall be the
closing sales price for such stock on the date of determination (or the
closing bid, if no sales were reported, as quoted on such exchange or system
for the last market trading day prior to the time of determination) as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

             ii.    If the Common Stock is quoted on the NASDAQ System (but
not on the National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common
Stock on the date of determination or;

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

      m.    "Incentive Stock Option" means an Option which is treated as an
incentive stock option within the meaning of Section 422 of the Code. An
Option shall only be treated as an Incentive Stock Option pursuant to the Plan
if it is originally designated as an Incentive Stock Option in the Option
Agreement.  An Option originally designated in an Option Agreement as an
Incentive Stock Option may nonetheless be treated as a Nonstatutory Stock
Option if the Option at any time after grant fails to meet to requirements for
incentive stock option treatment under Section 422 of the Code.

      n.    "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option.  An Option which is designated as a Nonstatutory Stock
Option in the Option Agreement pursuant to which the Option was granted shall
in all events be treated as a Nonstatutory Stock Option.  Furthermore, an
Option originally designated as an Incentive Stock Option may subsequently
become a Nonstatutory Stock Option upon the Option subsequently failing to
meet the requirements for incentive stock option under Section 422 of the
Code.

      o.    "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.

      p.    "Option" means a stock option granted pursuant to the Plan.

      q.    "Option Agreement" has the meaning set forth in Section 18 hereof.

      r.    "Optioned Stock" means the Common Stock subject to an Option or a
Stock Purchase Right.

      s.    "Optionee" means an Employee or Consultant who receives an Option
or Stock Purchase Right, other Stock-based award, or other benefit.

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

      u.    "Plan" means this 2004 Stock Option Plan, as amended from time to
time in accordance with the terms hereof.

      v.    "Restricted Stock" has the meaning set forth in Section 11(a)
hereof.

      w.    "Restricted Stock Purchase Agreement" has the meaning set forth in
Section 11(a) hereof.

      x.    "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

      y.    "Stock Purchase Right" means the right to purchase Common Stock
pursuant to Section 11 below.

      z.    "Stock Purchase Right Agreement" has the meaning set forth in
Section 18 hereof.

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

      bb.    "Ten Percent Shareholder" means a person who, at the time an
Option is granted, owns, or is deemed within the meaning of Section 422(b)(6)
of the Code to own, stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (or of its
Subsidiary or parent (within the meaning of Section 424(e) of the Code)).

3.    Stock Subject to the Plan. Subject to adjustment pursuant to Section 12
of the Plan, and effective as of April 5, 2004, the maximum aggregate number
of shares which may be issued pursuant to the Plan is 40,000,000 shares of
Common Stock.  Such number of shares of Common Stock may be issued under this
Plan pursuant to Incentive Stock Options, Nonstatutory Stock Options, Stock
Purchase Rights, other Stock-based awards, other benefits, or any combination
thereof, so long as the aggregate number of shares so issued does not exceed
such number of shares, as adjusted.  The shares may be authorized, but
unissued, or reacquired Common Stock. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan.

4.    Administration of the Plan.

      a.    Initial Plan Procedure. Prior to the date, if any, upon which the
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a committee appointed by the Board.

      b.    Plan Procedure After the Date, if any, Upon Which the Company
Becomes Subject to the Exchange Act.

            i.    Administration With Respect to Directors and Officers. With
respect to grants of Options, Stock Purchase Rights, other Stock-based awards,
or other benefits, to Employees who are also officers or directors of the
Company, the Plan shall be administered by (A) the Board if the Board may
administer the Plan in compliance with Rule 16b-3 promulgated under the
Exchange Act or any successor thereto ("Rule 16b-3") with respect to a plan
intended to qualify thereunder as a discretionary plan, or (B) a committee
designated by the Board to administer the Plan, which committee shall be
constituted in such a manner as to permit the Plan to comply with Rule 16b-3
with respect to a plan intended to qualify thereunder as a discretionary plan.
Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board.  From time to time the Board
may increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of the
Committee and thereafter directly administer the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder
as a discretionary plan.

            ii.    Multiple Administrative Bodies.  If permitted by Rule
16b-3, the Plan may be administered by different bodies with respect to
directors, non-director officers and Employees who are neither directors nor
officers.

            iii.    Administration With Respect to Consultants and Other
Employees. With respect to grants of Options, Stock Purchase Rights, other
Stock-based awards, or other benefits, to Employees or Consultants who are
neither directors nor officers of the Company, the Plan shall be administered
by (A) the Board or (B) a committee designated by the Board, which committee
shall be constituted in such a manner as to satisfy the legal requirements
relating to the administration of incentive stock option plans, if any, of
Delaware corporate and securities laws, of the Code, and of any applicable
stock exchange (the "Applicable Laws").  Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.  From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however caused,
and remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws.

            iv.    Administration With Respect to Directors Who Are Not
Employees. With respect to grants of Options, Stock Purchase Rights, other
Stock-based awards, or other benefits to directors who are not Employees, the
Plan shall be administered by (A) the Board or (B) a committee designated by
the Board; provided that any policy of the Company concerning grants of
Options, Stock Purchase Rights, other Stock-based awards, or other benefits to
non-Employee directors as director compensation shall be approved by a
majority of the members of the Board who are either Employees of the Company
or non-Employee directors who have waived their right to receive such
compensation.

      c.    Powers of the Administrator.  Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, including the approval, if required, of any stock exchange upon
which the Common Stock is listed, 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(k) of the Plan;

            ii.   to select the Consultants and Employees to whom Options,
Stock Purchase Rights, other Stock-based awards, or other benefits may from
time to time be granted hereunder;

            iii.  to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

            iv.   to determine the number of shares of Common Stock to be
covered by each such award granted hereunder;

            v.    to approve forms of agreement for use under the Plan,
including without limitation, Stock Purchase Right Agreements, Restricted
Stock Purchase Agreements and Option Agreements, which forms need not be the
same for any Optionee;

            vi.   to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Option, Stock Purchase Right, other Stock-based
awards, or other benefits granted hereunder, including without limitation
establishing vesting schedules for the exercise of Options which are based
upon the passage of time performing services for the Company, meeting
specified performance criteria or any other standards as may be determined
appropriate by the Administrator;

            vii.  to determine whether and under what circumstances an Option
may be settled in cash instead of Common Stock;

            viii. to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

            ix.   to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising such Stock
Purchase Rights; and

            x.    To interpret the Plan, establish, amend and rescind any
rules and regulations relating to the Plan, to determine the terms and
provision of any agreements entered into pursuant to the Plan, and to make all
other determinations that may be necessary or advisable for the administration
of the Plan.

     d.    Effect of Administrator's Decision.  Whether explicitly provided
elsewhere in this Plan with respect to any matter, all decisions,
determinations and interpretations of the Administrator provided in this Plan
shall be made in the Administrator's sole and absolute discretion, and shall
be final and binding on all Optionees and any other holders of any Options,
Stock Purchase Rights, other Stock-based awards, or other benefits.

5.    Eligibility.

      a.    Nonstatutory Stock Options and Stock Purchase Rights may be
granted to such Employees and Consultants as may be selected by the
Administrator.  Incentive Stock Options may be granted to such Employees as
may be selected by the Administrator and may in no event be granted to someone
who, on the date of grant, is not an Employee. An Employee or Consultant who
has been granted an Option or Stock Purchase Right may, if otherwise eligible,
be granted additional Options, Stock Purchase Rights, other Stock-based
awards, or other benefits.

      b.    Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option.  Notwithstanding
such designations, to the extent that the aggregate Fair Market Value
(determined as of the date of grant of the Option) of the shares of Option
Stock with respect to which Options initially designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

      c.    For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.

      d.    The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his or her right or the Company's right to
terminate his or her employment or consulting relationship at any time, with
or without cause.

      e.    Non-Uniform Determinations.  The Administrator's determinations
under the Plan (including without limitation determinations of the persons to
receive awards, the form, amount and timing of such awards, the terms and
provisions of such awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.

      f.    Newly Eligible Employees.  The Administrator shall be entitled to
make such rules, regulations, determinations and awards as it deems
appropriate in respect of any Employee who becomes eligible to participate in
the Plan or any portion thereof after the commencement of an award or
incentive period.

      g.    Leaves of Absence.  The Administrator shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any leave of absence taken by the recipient of any award.
Without limiting the generality of the foregoing, the Administrator shall be
entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of the Plan and (ii)
the impact, if any, of any such leave of absence on awards under the Plan
theretofore made to any recipient who takes such leave of absence.

6.    Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders
of the Company as described in Section 19 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 15
of the Plan.

7.    Term of Option. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.  However, in the case of an
Incentive Stock Option granted to a Ten Percent Shareholder the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.

8.    Option Exercise Price and Consideration.

      a.    The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the
Administrator; t 12 provided however, that with respect to any Incentive Stock
Option, the price shall be:

            i.    no less than 110% of the Fair Market Value per Share on the
date of grant, if granted to a Ten Percent Shareholder;

            ii.    no less than 100% of the Fair Market Value per Share on the
date of grant, if granted to a person other than a Ten Percent Shareholder.

      b.    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 which (x) in the case of Shares
acquired upon exercise of an Option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired, directly
or indirectly, from the Company, and (y) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised, (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 (6) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

9.    Exercise of Option.

      a.    Procedure for Exercise; Rights as a Shareholder.  Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.

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

            ii.    An Option 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 Agreement by the person entitled to exercise the Option
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, consist of any consideration and method of payment allowable
under Section 8(b) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a 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. The Company shall issue (or cause to be issued) such stock certificate
promptly upon 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 12 of the Plan.

            iii.    Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may 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.

      b.    Withholding Taxes.  Whenever the Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Company shall
have the right to require the grantee to remit to the Company an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares.  Alternatively, the Company may issue or transfer such shares of
Common Stock net of the number of shares sufficient to satisfy the withholding
tax requirements.  For withholding tax purposes, the shares of Common Stock
shall be valued on the date the withholding obligation is incurred.

      c.    Termination or Lapse of Options Issued to Employees. The following
provisions of this Section 9 ) and Section 9(e) shall apply to every Option
unless the Option Agreement explicitly specifies that such provisions do not
apply to the Option evidenced by that Option Agreement. Any portion of an
Option which is not otherwise exercisable as of the date of an Optionee's
termination of employment with the Company and any Parent or Subsidiary shall
terminate and not be exercisable.  Any portion of an Option which was
exercisable as of the date of termination of any such employment shall be
exercisable following such termination of employment only as hereinafter
provided in this Section 9 ), subject to Section 9(e).

            i.    Termination of Employment; Generally.  In the event of
termination of an Optionee's employment with the Company and any Parent or
Subsidiary under any situation not described in paragraphs 2) or 3) of this
Section 9 ), the Optionee may exercise any Option to the extent the Option was
exercisable as of the date of termination of employment until the earlier of
the date which is three (3) months after the date of termination of employment
or the expiration the term of the Option as set forth in the Option Agreement,
whereupon the Option shall terminate and no longer be exercisable.   For
purposes of this paragraph, a transfer of employment relationship between or
among the Company and/or a related entity shall not be deemed to constitute a
cessation of the employment relationship with the Company or any of its
related entities. For purposes of this paragraph, with respect to Incentive
Stock Options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined
by the Administrator).  The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

            ii.    Disability of Optionee.  In the event of termination of an
Optionee's employment with the Company and any Parent or Subsidiary due to
Disability, the Optionee may exercise any Option to the extent the Option was
exercisable as of the date of termination of employment until the earlier of
the date which is twelve (12) months from the date of such termination or the
expiration of the term of the Option as set forth in the Option Agreement,
whereupon the Option shall terminate and no longer be exercisable.

            iii.    Death of Optionee.  In the event of termination of an
Optionee's employment with the Company and any Parent or Subsidiary as a
result of the death of an Optionee, the Option may be exercised to the extent
the Option was exercisable as of the date of death until the earlier of the
date which is twelve (12) months from the date of death or the expiration of
the term of the Option as set forth in the Option Agreement, whereupon the
Option shall terminate and no longer be exercisable.

      d.    Termination of Options issued to Consultants. The conditions upon
which an Option granted to a Consultant will terminate as a result of the
Consultants' termination of services to the Company, whether as a result of
death, disability, voluntary termination, termination for cause, or nonrenewal
of any consulting agreement, shall be as determined by the Company and the
Consultant at the time of grant of the Option as set forth in the Option
Agreement.

      e.    Termination of Options due to Termination for Cause. In the event
an Optionee is terminated as an Employee or Consultant for cause, as
determined by the Administrator in its sole discretion, or breaches any
agreement with the Company, before or after termination, including any
noncompete covenant, confidentiality agreement, or employment agreement, then
any Options held by the Optionee shall immediately terminate.  As used herein,
"cause" shall mean fraud; dishonesty; negligence; willful misconduct in the
performance of a persons duties as an Employee or Consultant; commission of a
felony; commission of an act of moral turpitude (e.g. theft, embezzlement and
the like) which in the good faith determination of the Administrator, is
materially injurious to the Company or any Parent or Subsidiary; inattention
to or substandard performance of duties; failure to perform a properly
assigned duty; failure to follow the lawful written policies, rules or
directives of the Company or any Parent of Subsidiary which failures, in the
good faith determination of the Administrator, are materially injurious to the
Company or any Parent or Subsidiary; violating any restrictive covenant in
favor of the Company or any Parent of Subsidiary or any other material breach
of any employment or consulting agreement with the Company or any Parent or
Subsidiary.

      f.    Rule 16b-3.  Options granted to persons subject to Section 16(b)
of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be determined by the
Administrator to be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.

      g.    Buyout Provisions. The Administrator may at any time offer to buy
out 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.

10.   Non-Transferability of Options and Stock Purchase Rights.  Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

11.   Stock Purchase Rights.

      a.    Rights to Purchase.  Stock Purchase Rights may be issued to any
Employee or Consultant.  After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the offeree in writing
of the terms, conditions and restrictions related to the offer, including the
number of Shares that such person shall be entitled to purchase, the price to
be paid, and the time within which such person must accept such offer, which
shall in no event exceed sixty (60) 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 ("Restricted Stock Purchase
Agreement").  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock").

      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.    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 his or her purchase is entered
upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the Stock Purchase Right is exercised, except as
provided in Section 12 of the Plan.

12.   Other Awards.

      a.    Other Stock-Based Awards.  Other awards, valued in whole or in
part by reference to, or otherwise based on, shares of Stock, may be granted
either alone or in addition to or in conjunction with any awards described in
this Plan for such consideration, if any, and in such amounts and having such
terms and conditions as the Board may determine.

      b.    Other Benefits.  The Board shall have the right to provide types
of benefits under the Plan in addition to those specifically listed, if the
Board believe that such benefits would further the purposes for which the Plan
was established.

13.   Adjustments Upon Changes in Capitalization or Change in Control.

      a.    Changes in Capitalization. If the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares, or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Option Stock deliverable
upon the exercise of an Option or Stock Purchase Right shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made in the purchase price per share to reflect such subdivision, combination
or stock dividend, all as determined by the Administrator in its discretion.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
Option, Stock Purchase Right, other Stock-based awards, or other benefits.
Upon the happening of any of the events described in this paragraph, the class
and aggregate number of shares set forth in Section 3 hereof shall also be
appropriately adjusted to reflect such events.  The Administrator shall
determine the specific adjustments to be made under this paragraph.

      b.    Change in Control.  In the event of (1) a dissolution or
liquidation of the Company, (2) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the
Options granted under this Plan are assumed, converted or replaced by the
successor corporation, which assumption will be binding on Optionees), (3) a
merger in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or equity
interests in the Company), (4) the sale of substantially all of the assets of
the Company; or (5) the acquisition, sale, or transfer of more than 50% of the
outstanding shares of the Company by tender offer or similar transaction (any
of the foregoing shall be referred to as a "Corporate Transaction"), any or
all outstanding Options, Stock Purchase Rights, other Stock-based awards, or
other benefits may be assumed, converted or replaced by the successor
corporation (if any), which assumption, conversion or replacement will be
binding on all Optionees.  In the alternative, the successor corporation may
substitute equivalent Options, Stock Purchase Rights other Stock-based awards,
or other benefits or provide substantially similar consideration to Optionees
as was provided to stockholders (after taking into account the existing
provisions of the Options and the Stock Purchase Rights).  In the event such
successor corporation (if any) refuses to assume or substitute such Options,
as provided above, pursuant to a Corporate Transaction described in this
paragraph, then any Options, Stock Purchase Rights, other Stock-based awards,
or other benefits which are not exercised prior to the consummation of the
Corporate Transaction shall terminate in accordance with the provisions of
this Plan.  In the event of a Corporate Transaction, the Administrator is
authorized, in its sole discretion, but is not obligated, to waive any vesting
schedule in some or all of the Options, Stock Purchase Rights, other
Stock-based awards, or other benefits, such that the vesting of any such
Options and Stock Purchase Rights be accelerated so that all or part of the
previously unvested portion of such Options, Stock Purchase Rights, other
Stock-based awards, or other benefits are exercisable prior to the
consummation of such Corporate Transaction at such times and on such
conditions as the Administrator determines.  In addition, the Administrator is
authorized, but not obligated, at the time any Options, Stock Purchase Rights,
other Stock-based awards, or other benefits is granted or thereafter, to grant
Optionees the right to receive a cash payment equal to the difference between
the exercise price of the Options, Stock Purchase Rights, other Stock-based
awards, or other benefits and the price per share of the Common Stock paid in
connection with the Corporate Transaction on such terms and conditions that
the Administrator may approve at the time.

14.    Time of Granting Options and Stock Purchase Rights.  The date of grant
of an Option, Stock Purchase Right, other Stock-based awards, or other
benefits shall, for all purposes, be the date on which the Administrator makes
the determination granting such Option or Stock Purchase Right, or such other
date as is determined by the Administrator.  Notice of the determination shall
be given to each Employee or Consultant to whom an Option, Stock Purchase
Right, other Stock-based awards, or other benefits is so granted within a
reasonable time after the date of such grant.

15.   Amendment and Termination of the Plan.

      a.    Amendment and Termination.  The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with Rule 16b-3
under the Exchange Act or with Section 422 of the Code (or any other
applicable law or regulation, including the requirements of the NASD or an
established stock exchange), the Company shall obtain shareholder approval of
any Plan amendment in such a manner and to such a degree as required.

      b.    Effect of Amendment or Termination.  Any such amendment or
termination of the Plan shall not affect Options, Stock Purchase Rights, other
Stock-based awards, or other benefits already granted and such Options and
Stock Purchase Rights shall remain in full force and effect as if this Plan
had not been amended or terminated, unless mutually agreed otherwise between
the Optionee and the Administrator, which agreement must be in writing and
signed by the Optionee and the Company.

16.   Conditions Upon Issuance of Shares.  Shares shall not be issued pursuant
to the exercise of an Option, Stock Purchase Right, other Stock-based awards,
or other benefits unless the exercise of such Option or Stock Purchase Right
and the issuance and delivery of such Shares pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.   As a
condition to the exercise of an Option, Stock Purchase Right, other
Stock-based awards, or other benefits the Company may require the person
exercising such Option or Stock Purchase Right to represent and warrant at the
time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.   The
Company shall be under no obligation to any person receiving an Award under
the Plan to register for offering or resale or to qualify for exemption under
the Securities Act, or to register or qualify under state securities laws, any
shares of Common Stock, security or interest in a security paid or issued
under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made. The Company may issue certificates
for shares with such legends and subject to such restrictions or transfer and
stop-transfer instructions as counsel for the Company deems necessary or
desirable for compliance by the Company with federal and state securities
laws.

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

18.   Agreements.  The grant of any Option shall be evidenced by the Company
and the Optionee entering into a written agreement (an "Option Agreement") in
such form as the Administrator shall from time to time approve.  The grant of
a Stock Purchase Right shall be evidenced by written agreement (a "Stock
Purchase Right Agreement") in such form as the Administrator shall approve
from time to time.  The grant of any other Stock-based award or other benefit
shall be evidenced in such form as the Administrator shall approve from time
to time.

19.   Shareholder Approval.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before
or after the date the Plan is adopted.  Such shareholder approval shall be
obtained in the degree and manner required under applicable state and federal
law and the rules of any stock exchange upon which the Common Stock is listed.

20.   Information to Optionees and Purchasers.  The Company shall make
available to each Optionee and to each individual who acquired Shares pursuant
to the Plan, during the period such Optionee or purchaser has one or more
Options, Stock Purchase Rights, other Stock-based awards, or other benefits
outstanding, and, in the case of an individual who acquired Shares pursuant to
the Plan, during the period such individual owns such Shares, copies of annual
financial statements.  The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure
their access to equivalent information.

21.   Certain Tax Matters.

      a.    The Administrator may require the holder of any Option, Stock
Purchase Right, Option Stock, other Stock-based awards, or other benefits to
remit to the Company, regardless of when such liability arises, an amount
sufficient to satisfy any Federal, state and local tax withholding
requirements associated with such Stock Right. The Administrator may, in its
discretion, permit the holder of a Stock Right to satisfy any such obligation
by having withheld from the shares (or where applicable, cash) to be delivered
to the holder of upon exercise of an Option or Stock Purchase Right a number
of shares (or, where applicable, amount of cash) sufficient to meet any such
withholding requirement.

      b.    If a Participant makes an election under Section 83(b) of the Code
with respect to the acquisition of any Option Stock, or disposes of Option
Stock acquired pursuant to the exercise of an Incentive Stock Option in a
transaction deemed to be a disqualifying disposition under Section 421 of the
Code, then, within thirty (30) days of such Section 83(b) election or
disqualifying disposition, the Participant shall inform the Company of such
actions.

22.   Miscellaneous.

      a.    Upon receipt of any shares of Common Stock under the Plan, if the
Company requires its shareholders to enter into a shareholders agreement at
the time of their acquisition of Common Stock, then, as a condition to the
receipt of shares under the Plan, the Administrator may require the holder of
an Award to execute and deliver to the Company a shareholders agreement in
substantially the form in use at the time of exercise or receipt of shares.
This requirement shall not apply if either: (i) the holder of the Award has
previously executed and delivered such shareholder agreement, it is in effect
at the time the holder of Award receives the shares, and the shareholders
agreement would cover the shares received under the Plan; or (ii) such
shareholders agreement is no longer in effect with respect to other holders of
Common Stock.

      b.    The Administrator may, in its discretion, subject any Award to
repurchase rights provisions.  The terms and conditions of any repurchase
rights will be established by the Administrator in its sole discretion and
shall be set forth in the agreement representing the Award. To ensure that
shares of Common Stock subject to a repurchase right under this Section 22(b)
will be available for repurchase, the Administrator may require the holder of
an Award to deposit the certificate or certificates evidencing such shares
with an agent designated by the Administrator under the terms and conditions
of escrow and security agreements approved by the Administrator.

      c.    The Administrator may, in its discretion, subject any Award
consisting of Common Stock to right of first refusal provisions.  The terms
and conditions of any right of first refusal provisions will be established by
the Administrator in its sole discretion and set forth in the agreement
representing the Award.