RUBICON MEDICAL CORPORATION
                            2001 STOCK PLAN



         1.   Purposes of the Plan.  The purposes of this Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants
of the Company and its Subsidiaries and to promote the success of the
Company's business.  Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options, as determined by the Administrator at
the time of grant of an Option and subject to the applicable provisions of
Section 422 of the Code and the regulations promulgated thereunder.  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.

              (b)  "APB 25" means Opinion 25 of the Accounting Principles
Board, as amended, and any successor thereof.

              (c)  "Applicable Laws" means the legal requirements relating to
the administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options or Stock Purchase Rights are, or
will be, granted under the Plan.

              (d)  "Board" means the Board of Directors of the Company.

              (e)  "Cause" means "cause" under applicable state law, as
interpreted by the Administrator, and may include, if so determined by the
Administrator, breaches of the Company's policies as set forth in the
Company's employee handbook, as amended from time to time.

              (f)  "Code" means the Internal Revenue Code of 1986, as amended.

              (g)  "Committee"  means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

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

              (i)  "Company" means Rubicon Medical Corporation, a Delaware
corporation.

              (j)  "Consultant" means (i) any natural person who is engaged by
the Company or any Parent or Subsidiary to render bona fide consulting or
advisory services, which services (x) are not in connection with the offer and
sale of securities in a capital raising transaction and (y) do not directly or
indirectly promote or maintain a market for the Company's securities, and is
compensated for such services, and (ii) any Director whether compensated for
such services or not.  If 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.

              (k)  "Continuous Status as an Employee or Consultant" means that
the employment or consulting relationship with the Company, any Parent or
Subsidiary is not interrupted or terminated.  Continuous Status as an Employee
or Consultant shall not be considered interrupted in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
A leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave approved by an authorized representative of
the Company.  For purposes of Incentive Stock Options, no such leave may
exceed 90 days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract, including Company policies.  If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option.

              (l)  "Director" means a member of the Board of Directors of the
Company.

              (m)  "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

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

              (o)  "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                   (i)  If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the NASDAQ
National Market or The NASDAQ SmallCap Market of The NASDAQ Stock Market, its
Fair Market Value shall be the closing sales price for such stock (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 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 last market trading day prior to the day 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.

              (p)  "FASB" means the Financial Accounting Standards Board.

              (q)  "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

              (r)  "Matured Shares" means Shares that had been held by the
Optionee for a meaningful period of time such as six months or such other
period of time that is consistent with FASB's interpretation of APB 25.

              (s)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

              (t)  "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.

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

              (v)  "Optioned Stock" means the Common Stock subject to an
Option or a Stock Purchase Right.

              (w)  "Optionee" means an Employee or Consultant who receives an
Option or Stock Purchase Right.

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

              (y)  "Plan" means this 2001 Stock Plan.

              (z)  "Qualified Note" means a recourse note, with a fixed rate
of interest equal to or greater than the market rate at the time of exercise,
that may, at the discretion of the Administrator, be secured by the Optioned
Stock or otherwise.

              (aa) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

              (bb) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3.

              (cc) "Section 16(b)" means Section 16(b) of the Exchange Act.

              (dd) "Section 280G Approval" means the shareholder approval
obtained in compliance with the requirements of Code Section 280G(b)(5)(B), as
amended, and any successor thereof, and the regulations or proposed
regulations promulgated thereunder, as determined by the Administrator in its
sole discretion.

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

              (ff) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to Section 11 below.

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

         3.   Stock Subject to the Plan.  Subject to the provisions of Section
12 of the Plan, the maximum aggregate number of Shares which may be subject to
Options and sold under the Plan is 6,000,000 Shares.  No person may be granted
(in any calendar year) Options to purchase more than 6,000,000 Shares (subject
to adjustment pursuant to Section 12 below).  The foregoing sentence is an
annual limitation on grants and not a cumulative limitation.  Any Option
repriced during a year shall count against this annual limitation.  The Shares
may be authorized but unissued, or reacquired Common Stock.

              If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered
pursuant to an option exchange program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated).  However, Shares that have actually been
issued under the Plan, upon exercise of either an Option or Stock Purchase
Right, shall not be returned to the Plan and shall not become available for
future distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares
shall become available for future grant under the Plan.  Notwithstanding the
foregoing, the maximum number of Shares that may be issued pursuant to
Incentive Stock Options under this Plan may not exceed 6,000,000 Shares.

         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)  Multiple Administrative Bodies.  The Plan may be
administered by different Committees with respect to different groups of
service providers.
                   (ii) Section 162(m)  To the extent that the Administrator
determines that it is desirable to qualify awards as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the Plan shall
be administered by a Committee of two or more "outside directors" within the
meaning of Section 162(m) of the Code.

                   (iii)     Rule 16b-3  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

              (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(o) of the Plan;

                   (ii) to select the Consultants and Employees to whom
Options and Stock Purchase Rights 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 to be covered by
each such award granted hereunder;

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

                   (vi) to determine the terms and conditions of any award
granted hereunder;

                   (vii)     to determine whether and under what circumstances
an Option may be settled in cash under subsection 9(g) 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 has declined since the date the Option was granted;
                   (ix) to prescribe, amend and rescind rules and regulations
relating to the Plan;

                   (x)  to provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company;

                   (xi) to make all other determinations necessary or
advisable for the administration of the Plan, to the extent not contrary to
the explicit provisions of the Plan;  and

                   (xii)     to construe and interpret the terms of the Plan,
awards granted pursuant to the Plan and option, stock purchase, exercise or
other agreements entered into pursuant to the Plan.

              (d)  Effect of Administrator's Decision.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options or Stock
Purchase Rights.

              (e)  Uniformity of Administrator's Decision.  The
Administrator's decisions and determinations under the Plan need not be
uniform and may be made selectively among Optionees whether or not such
Optionees are similarly situated.

              (f)  Delegation of Administrator's Authority.  The Administrator
may, in its discretion, delegate to others responsibilities to assist in
administering the Plan.

         5.   Eligibility.
              (a)  Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Employees and Consultants.  Incentive Stock Options may be granted
only to Employees.  An Employee or Consultant who has been granted an Option
or Stock Purchase Right may, if otherwise eligible, be granted additional
Options or Stock Purchase Rights.

              (b)  Each Option shall be designated in the written option
agreement entered into pursuant to Section 17 hereof ("Option Agreement") as
either an Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of
this Section 5(b), Incentive Stock Options shall be taken into account in the
order in which they were granted.  The Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is
granted.

              (c)  Neither the Plan nor any Option or Stock Purchase Right
shall confer upon any Optionee any right with respect to continuation of his
or her 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.

         6.   Term of Plan.  The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the shareholders of
the Company, as described in Section 18 of the Plan.  It shall continue in
effect for a term of ten (10) years beginning on the date of adoption, unless
sooner terminated under Section 14 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.  In the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, 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
upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                   (i)  In the case of an Incentive Stock Option

                        (A)  granted to an Employee who, at the time of grant
of such Option, owns stock representing more than ten percent (10%) of the
total voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.

                        (B)  granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.

                   (ii) In the case of a Nonstatutory Stock Option granted to
any person, the per Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.

              (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).  Such consideration may
consist of (1) cash, (2) check, (3) Qualified Note, (4) Matured Shares which
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which such Option shall be exercised,
(5) delivery of a properly executed exercise notice together with such other
documentation as the Administrator and a 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. An Option may not be exercised for a fraction of a
Share. 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 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) hereof.
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, 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 shall 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 hereof. 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)  Termination of Employment or Consulting Relationship.  In
the event of termination (other than for Cause, as a result of disability, as
defined in subsection 9(c) below, or death) of an Optionee's Continuous Status
as an Employee or Consultant (but not in the event of an Optionee's change of
status from Employee to Consultant (in which case an Employee's Incentive
Stock Option shall automatically convert to a Nonstatutory Stock Option on the
date three (3) months and one day following such change of status) or from
Consultant to Employee), such Optionee may, but only within such period of
time as is determined by the Administrator, of at least thirty (30) days, with
such determination in the case of an Incentive Stock Option not exceeding
three (3) months after the date of such termination (but in no event later
than the expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that the Optionee was
entitled to exercise it at the date of such termination.  To the extent that
the Optionee was not entitled to exercise the Option at the date of such
termination, or if the Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

              (c)  Disability of Optionee.  In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of his
or her disability, the Optionee may, but only within twelve (12) months from
the date of such termination (and in no event later than the expiration date
of the term of such Option as set forth in the Option Agreement), exercise the
Option to the extent otherwise entitled to exercise it at the date of such
termination.  If such disability is not a "disability" as such term is defined
in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such
Incentive Stock Option shall automatically cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option on the day three months and one day following such termination.  To the
extent that the Optionee was not entitled to exercise the Option at the date
of termination, or if the Optionee does not exercise such Option to the extent
so entitled within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

              (d)  Death of Optionee.  In the event of the death of an
Optionee, the Option may be exercised at any time within twelve (12) months
following the date of death (and in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement) by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that the Optionee was
entitled to exercise the Option on the date of death.  If, at the time of
death, the Optionee was not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall immediately
revert to the Plan.  If, after the Optionee's death, the Optionee's estate or
a person who acquires the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

              (e)  Termination For Cause.  In the event an Optionee's
Continuous Status as an Employee or Consultant is terminated for Cause, all
unexercised Options shall automatically be canceled, whether or not vested,
effective upon such termination, without the necessity of any further action
by the Company.

              (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 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 and 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
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan.  The purchase price for the
Shares subject to the grant shall be the fair Market Value of the Shares at
the time of grant.  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 makes 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.  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.  The repurchase option must be exercised for cash
or cancellation of purchase money indebtedness for the Shares within 90 days
of the termination of service.

              (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 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 shall 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.    Adjustments Upon Certain Changes.

              (a)  Changes in Capitalization.  Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but as to which no Options or Stock Purchase Rights have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option or Stock Purchase Right, as well as the price per share of Common Stock
covered by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive;
provided, however, that the Board shall make such adjustment so that the
adjustment shall not result in an accounting consequence under APB 25 and FASB
Interpretation No. 44, as amended, or any successors thereto.  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 or Stock
Purchase Right.

              (b)  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee
to have the right to exercise his or her Option until ten (10) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as
to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not
been previously exercised, an Option or Stock Purchase Right shall terminate
immediately prior to the consummation of such proposed action.

              (c)  Change in Control, Merger or Asset Sale.  In the event more
than fifty percent (50%) of the Company's voting power is transferred in any
transaction or series of transactions, the Optionee shall fully vest in and
have the right to exercise the Option or Stock Purchase Right as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested
or exercisable.  In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company,
each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that the
successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to
exercise the Option or Stock Purchase Right as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable.
Notwithstanding the foregoing, no such acceleration of vesting or
exercisability shall occur to the extent that such acceleration would, after
taking into account any other payments in the nature of compensation to which
the Optionee would have a right to receive from the Company and any other
person contingent upon the occurrence of such merger or sale, result in a
"parachute payment" as defined in Section 280G(b)(2) of the Code.  If an
Option or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee that the Option or Stock Purchase
Right shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right shall terminate
upon the expiration of such period.  For the purposes of this paragraph, the
Option or Stock Purchase Right shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right, to be
solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets; provided, however, that the
Administrator shall satisfy the requirements of Code Section 424(h)(3).

         13.  Time of Granting Options and Stock Purchase Rights.  The date of
grant of an Option or Stock Purchase Right 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 or Stock Purchase Right is so granted within a
reasonable time after the date of such grant.

       14.    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.
Notwithstanding the foregoing, the consent of the Optionee or holder of a
Stock Purchase Right shall not be required with respect to any amendment or
alteration made by the Board to comply with any Applicable Laws, NASD or stock
exchange rule, or intended accounting treatment.

              (b)  Effect of Amendment or Termination.  Except as provided in
Section 14(a) above, any such amendment or termination of the Plan shall not
affect Options or Stock Purchase Rights 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.

         15.  Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right 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 or Stock Purchase
Right, 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.

         16.  Reservation of Shares.  The Company, during the term of this
Plan, shall 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.

         17.  Agreements.  Options and Stock Purchase Rights shall be
evidenced by written agreements in such form as the Administrator shall
approve from time to time.  The Administrator may at any time amend any such
agreement, but no amendment shall be made which would impair the rights of any
Optionee under the grant theretofore made, without his or her consent.

         18.  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 Laws and the
rules of any stock exchange upon which the Common Stock is listed.

         19.  Information to Optionees and Purchasers.  The Company shall
provide to each Optionee and to each individual who acquires Shares pursuant
to the Plan, not less frequently than annually during the period such Optionee
or purchaser has one or more Options or Stock Purchase Rights outstanding,
and, in the case of an individual who acquires 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.

         20.  Withholding.
              (a)  Withholding Requirements.  The Company's obligations under
the Plan shall be subject to the satisfaction of all applicable federal, state
and local income and employment tax withholding requirements.  Such federal,
state and local income and employment taxes imposing withholding obligations
on the company shall be referred to as "Taxes."

              (b)  Using Shares.  The Administrator may, in its discretion,
provide any or all holders of Options or Stock Purchase Rights under the plan
with the right to use Shares in satisfaction of all or part of the taxes
incurred by such holders in connection with the exercise of their rights under
the Plan; provided, however, that this form of payment shall be limited to the
withholding amount calculated using the minimum statutory rates.  Such right
may be provided to any holder in either or both of the following formats:

                   (i)  Stock Withholding.  The election to have the Company
withhold, from the Shares otherwise issuable upon the exercise of such rights,
a portion of the Shares with an aggregate Fair Market Value equal to the Taxes
calculated using minimum statutory rates.

                   (ii) Stock Delivery.  The election to deliver to the
Company, at the time the Option is exercised or the Taxes are otherwise
triggered, Shares previously acquired by such holder (other than in connection
with the Option exercise or other event triggering the Taxes) with a Fair
Market Value equal to the Taxes calculated using the minimum statutory rates.

         21.  Governing Law.  This Plan, and the agreements entered into
pursuant to this Plan, shall be governed by and construed in accordance with
the laws of the State of Utah excluding that body of law pertaining to
conflicts of law.