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                                                                    EXHIBIT 10.2

                                LIGHTFIRST, INC.

                             2002 STOCK OPTION PLAN

                               SECTION 1: PURPOSE

                  The purpose of the LightFirst, Inc. 2002 Stock Option Plan, as
amended and restated (the "Plan"), is to further the growth and development of
LightFirst, Inc. (the "Company") by affording an opportunity for stock ownership
to selected employees, directors and consultants of the Company and its
Subsidiaries (as defined in Section 2(o) below).

                             SECTION 2: DEFINITIONS

                  Unless otherwise indicated, the following terms when used
herein shall have the following meanings:

                  (a)      "Affiliate" shall mean, with respect to any person or
         entity, a person or entity that directly or indirectly through one or
         more intermediaries, controls, or is controlled by, or is under common
         control with, such person or entity.

                  (b)      "Board of Directors" shall mean the Board of
         Directors of the Company.

                  (c)      "Cause" shall mean a termination on account of (1)
         repeated refusal to obey written directions of the Board of Directors
         or a superior officer of the Company (so long as such directions do not
         involve illegal or immoral acts); (2) breach of any confidentiality,
         noncompetition or other obligation to the Company; (3) repeated acts of
         substance abuse which are materially injurious to the Company; (4)
         fraud or dishonesty that is materially injurious to the Company; (5)
         commission of a criminal offense involving money or other property of
         the Company (excluding any traffic violations or similar violations);
         or (6) commission of a criminal offense that constitutes a felony in
         the jurisdiction in which the offense is committed.

                  (d)      "Change in Control" shall be deemed to have occurred
         (1) at such time as a third person, including a "group" as defined in
         Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), becomes the beneficial owner of shares of the
         Company having 50% or more of the total number of votes that may be
         cast for the election of Directors of the Company, or (2) on the date
         on which the shareholders of the Company approve (i) any agreement for
         a merger or consolidation in which the Company will not survive as an
         independent corporation or (ii) any sale, exchange or other disposition
         of all or substantially all of the Company's assets, or (3) on the
         effective date of any sale, exchange or other disposition of greater
         than 50% in fair market value of the Company's assets. In determining
         whether clause (1) of the preceding

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         sentence has been satisfied, the third person owning shares must be
         someone other than a person or an Affiliate of a person that, as of
         January 1, 2002, was the beneficial owner of shares of the Company
         having 20% or more of the total number of votes that may be cast for
         the election of Directors of the Company. The reasonable determination
         of the Committee (as defined in Section 4.1 below) as to whether any
         one of the preceding events has occurred shall be final and conclusive.

                  (e)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (f)      "Common Stock" shall mean the Company's common stock,
         no par value, and any share or shares of the Company's capital stock
         hereafter issued or issuable in substitution for such shares.

                  (g)      "Derivative Securities" shall mean (i) options and
         warrants to purchase or rights to subscribe for Common Stock, (ii)
         securities by their terms convertible into or exchangeable for Common
         Stock, and (iii) options and warrants to purchase or rights to
         subscribe for such convertible or exchangeable securities; provided,
         however, that Derivative Securities shall not include Options granted
         hereunder.

                  (h)      "Director" shall mean a member of the Board of
         Directors.

                  (i)      "Incentive Stock Option" shall mean any option
         granted to an eligible employee under the Plan, which the Company
         intends at the time the option is granted to be an Incentive Stock
         Option within the meaning of Section 422 of the Code.

                  (j)      "Nonqualified Stock Option" shall mean any option
         granted to an eligible employee, Director or consultant under the Plan
         which is not an Incentive Stock Option.

                  (k)      "Option" shall mean and refer collectively to
         Incentive Stock Options and Nonqualified Stock Options.

                  (l)      "Option Agreement" means the agreement specified in
         Section 7.2.

                  (m)      "Optionee" shall mean any employee, Director or
         consultant who is granted an Option under the Plan. "Optionee" shall
         also mean the personal representative of an Optionee and any other
         person who acquires the right to exercise an Option by bequest or
         inheritance.

                  (n)      "Parent" shall mean a parent corporation of the
         Company as defined in Section 424(e) of the Code.

                  (o)      "Subsidiary" shall mean a subsidiary corporation of
         the Company as defined in Section 424(f) of the Code.

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                            SECTION 3: EFFECTIVE DATE

                  The effective date of the Plan is January 1, 2002. The
adoption of the Plan shall be submitted for approval and ratification by the
shareholders of the Company within 12 months of January 1, 2002.

                            SECTION 4: ADMINISTRATION

                  4.1      Administrative Committee. The Plan shall be
administered by a Committee appointed by and serving at the pleasure of the
Board of Directors, consisting of not less than two Directors (the "Committee").
Subject to the foregoing, the number of Directors comprising the Committee shall
be determined from time to time by the Board of Directors and may include the
total number of Directors serving on the Board of Directors. Unless otherwise
adopted by resolution of the Board of Directors, the initial Committee shall
consist of all members of the Board of Directors. The Board of Directors may
from time to time remove members from or add members to the Committee, and
vacancies on the Committee, howsoever caused, shall be filled by the Board of
Directors. In the event the Company becomes subject to the periodic reporting
requirements of the Exchange Act as a public company, the Committee shall be
composed of Directors satisfying any applicable requirements of Rule 16b-3 under
the Exchange Act.

                  4.2      Committee Meetings and Actions. The Committee shall
hold meetings at such times and places as it may determine. A majority of the
members of the Committee shall constitute a quorum, and the acts of the majority
of the members present at a meeting or a consent in writing signed by all
members of the Committee shall be the acts of the Committee and shall be final,
binding and conclusive upon all persons, including the Company, its
Subsidiaries, its shareholders, and all persons having any interest in Options
which may be or have been granted pursuant to the Plan.

                  4.3      Powers of Committee. The Committee shall have the
full and exclusive right to grant and determine terms and conditions of all
Options granted under the Plan and to prescribe, amend and rescind rules and
regulations for administration of the Plan. In granting Options, the Committee
shall take into consideration the contribution the Optionee has made or may make
to the success of the Company or its Subsidiaries and such other factors as the
Committee shall determine. Subject to the provisions of this Plan, the terms and
conditions of Options granted hereunder need not be the same. In order to foster
and promote achievement of the purposes of the Plan or to comply with provisions
of laws in other countries in which the Company or its Subsidiaries operate or
have employees or consultants, the Committee, in its discretion, shall have the
full power and authority (i) to determine which (if any) eligible individuals
rending services or employed outside the United States will receive any type of
Option or award hereunder; (ii) to determine which (if any) eligible non-United
States Subsidiaries or operations (e.g., branches, representative offices)
participate in any type of Option or award hereunder; (iii) to modify the terms
and conditions of any Option or award made to such eligible individuals, or with
respect to such eligible non-United States Subsidiaries or

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operations; and (iv) to establish subplans, rules, procedures and modified
exercise, payment and other terms to the extent deemed necessary, advisable or
appropriate by the Committee.

                  4.4      Interpretation of Plan. The reasonable and equitable
determination of the Committee as to any disputed question arising under the
Plan, including questions of construction and interpretation, shall be final,
binding and conclusive upon all persons, including the Company, its
Subsidiaries, its shareholders, and all persons having any interest in Options
which may be or have been granted pursuant to the Plan.

                  4.5      Indemnification. Each person who is or shall have
been a member of the Committee or of the Board of Directors shall be indemnified
and held harmless by the Company against and from any loss, cost, liability or
expense that may be imposed upon or reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
a party or in which such person may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid in
settlement thereof, with the Company's approval, or paid in satisfaction of a
judgment in any such action, suit or proceeding against him, provided such
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before undertaking to handle and defend it on such person's own
behalf. The foregoing right of indemnification shall not be exclusive of, and is
in addition to, any other rights of indemnification to which any person may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.

                      SECTION 5: STOCK SUBJECT TO THE PLAN

                  5.1      Number. The maximum number of shares of Common Stock
which may be issued under Options granted pursuant to the Plan for any calendar
year during any part of which the Plan is in effect shall be ten percent (10%)
of the outstanding shares of Common Stock as of January 1 of such year. In
addition to the foregoing, until the Plan terminates pursuant to the terms
hereof, there shall also be available for the grant of Options pursuant to the
Plan a total of two hundred fifty thousand (250,000) shares of Common Stock. For
purposes of this Section 5.1, (i) shares of Common Stock issued upon exercise of
Options, and any shares of capital stock of the Company received in respect
thereof, whether by reason of a stock split, share reclassification, stock
dividend or otherwise, shall be included in determining the number of shares of
Common Stock outstanding, and (ii) shares of Common Stock deliverable upon
exercise or conversion of Derivative Securities shall be deemed to be
outstanding from the date of issuance of such Derivative Securities. No further
adjustment shall be made upon the exercise or conversion of any such Derivative
Securities. No adjustment shall be made (i) on the expiration of any Derivative
Securities without exercise or upon termination of any conversion right, or (ii)
in the event that the Company shall purchase or redeem any outstanding shares of
Common Stock, and the number of shares of Common Stock which may be issued under
Options granted pursuant to the Plan shall not be reduced as a result of any
such expiration, termination, purchase or redemption. Shares which may be issued
under Options may consist, in whole or in part, of authorized but unissued stock
or treasury stock of the Company not reserved for any

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other purpose. The Committee's reasonable determination as to the number of
shares of Common Stock available for issuance under the Plan shall be final and
conclusive.

                  5.2      Unused Stock. If any outstanding Option under the
Plan expires or for any other reason ceases to be exercisable, in whole or in
part, other than upon exercise of the Option, the shares which were subject to
such Option and as to which the Option had not been exercised shall continue to
be available under the Plan.

                  5.3      Adjustment for Change in Outstanding Shares. If there
is any change, increase or decrease, in the outstanding shares of Common Stock
which is effected without receipt of additional consideration by the Company, by
reason of a stock dividend, recapitalization, merger, consolidation, stock
split, combination or exchange of stock, or other similar circumstances, then in
each such event, appropriate adjustments with respect to the aggregate number of
shares of stock available under the Plan, the number of shares of stock subject
to each outstanding Option and the Option prices shall be deemed to be made in
order to prevent the dilution or enlargement of any Optionee's rights. In
connection with such adjustments, fractional shares shall be rounded to the
nearest whole share. In no event shall any adjustment made in the number of
shares available under the Plan duplicate any adjustment made pursuant to
Section 5.1. Any reasonable Committee determination confirming or approving any
adjustments shall be final and conclusive.

                  5.4      Reorganization or Sale of Assets. If the Company is
merged or consolidated with another corporation and the Company is not the
surviving corporation, or if all or substantially all of the assets of the
Company are acquired by another entity, or if the Company is liquidated,
reorganized or becomes all or part of a successor entity (each of such events
being referred to hereinafter as a "Reorganization Event"), the Committee shall,
as to outstanding Options (1) make appropriate provision for the substitution on
an equitable basis of appropriate stock options, capital stock or other property
of the Company, or of the merged, consolidated or otherwise reorganized
corporation or for the assumption by the merged, consolidated or otherwise
reorganized corporation, (2) provide that all unexercised Options that are
vested or exercisable shall be cashed out in exchange for cash, securities,
other property or any combination thereof, the fair market value (determined at
the time of the Reorganization Event) of which is equal to the difference, on a
per share basis, between the exercise price of the Common Stock under each
Option and the estimated fair market value of the cash, securities or other
property issuable or exchangeable in respect of the Common Stock pursuant to the
Reorganization Event, or (3) make such other appropriate and equitable
provisions as shall be set forth in the agreement or plan of merger,
consolidation, liquidation or reorganization related to the Reorganization
Event. The Committee may, in its sole discretion, in connection with any
Reorganization Event which does not also result in a Change in Control,
accelerate any vesting requirements or exercise dates with respect to any or all
outstanding Options on any basis and subject to such conditions as are deemed
acceptable to the Committee, which acceleration, whether in full or in part,
need not be the same with respect to all Optionees. In no event shall the
occurrence of such Reorganization Event have the effect of postponing or
delaying any vesting requirements with respect to any outstanding Options. The
Committee's determinations in making any acceleration shall be final and
conclusive.

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                             SECTION 6: ELIGIBILITY

                  All full-time and part-time employees of the Company and its
Subsidiaries shall be eligible to receive both Incentive Stock Options and
Nonqualified Stock Options under the Plan. Directors and consultants who are not
full-time employees of the Company or its Subsidiaries shall be eligible to
receive Nonqualified Stock Options, but not Incentive Stock Options, under the
Plan. Any Director who is otherwise eligible to participate, who makes an
election in writing not to receive any grants under the Plan, shall not be
eligible to receive any such grants during the period set forth in such
election.

                           SECTION 7: GRANT OF OPTIONS

                  7.1      Grant of Options. The Committee may from time to
time, in its sole discretion, determine which of the eligible employees,
Directors and consultants of the Company or its Subsidiaries should receive
Options, the type of Options to be granted (whether Incentive Stock Options or
Nonqualified Stock Options), the number of shares subject to such Options and
the dates on which such Options are to be granted. No employee may be granted
Incentive Stock Options to the extent that the aggregate fair market value
(determined as of the time each Option is granted) of the Common Stock with
respect to which any such Options are exercisable for the first time during a
calendar year (under all incentive stock option plans of the Company and its
Parent and Subsidiaries) would exceed $100,000.

                  7.2      Option Agreement. Each Option granted under the Plan
shall be evidenced by a written Option Agreement setting forth the terms upon
which the Option is granted. Each Option Agreement shall designate the type of
Options being granted (whether Incentive Stock Options or Nonqualified Stock
Options) and shall state the number of shares of Common Stock, as designated by
the Committee, to which that Option pertains. More than one Option may be
granted to an eligible person.

                  7.3      Exercise Price. The exercise price per share of
Common Stock under each Option shall be determined by the Committee and stated
in the Option Agreement. The option price for Incentive Stock Options granted
under the Plan shall not be less than 100% of the fair market value (determined
as of the day the Option is granted) of the shares subject to the Option. The
option price for Nonqualified Stock Options granted under the Plan shall not be
less than 85% of the fair market value (determined as of the day the Option is
granted) of the shares subject to the Option.

                  7.4      Determination of Fair Market Value. If the Common
Stock is listed upon an established stock exchange or exchanges, then the fair
market value per share shall be deemed to be the average of the quoted closing
prices of the Common Stock on such stock exchange or exchanges on the day for
which the determination is made, or if no sale of the Common Stock shall have
been made on any stock exchange on that day, on the next preceding day on which

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there was such a sale. If the Common Stock is not listed upon an established
stock exchange but is traded on The NASDAQ/AMEX Stock Market - National Market
System, the fair market value per share shall be deemed to be the closing price
of the Common Stock in the National Market System on the day for which the
determination is made, or if there shall have been no trading of the Common
Stock on that day, on the next preceding day on which there was such trading. If
the Common Stock is not listed upon an established stock exchange and is not
traded in the National Market System, the fair market value per share shall be
deemed to be the mean between the dealer "bid" and "ask" closing prices of the
Common Stock on The NASDAQ/AMEX Market - Small Cap System or in the
over-the-counter market on the day for which the determination is made, or if
there shall have been no trading of the Common Stock on that day, on the next
preceding day on which there was such trading. If none of these conditions
apply, the fair market value per share shall be deemed to be an amount as
determined in good faith by the Committee.

                  7.5      Duration of Options. Each Option shall be of a
duration as specified in the Option Agreement; provided, however, that the term
of each Option shall be no more than ten years from the date on which the Option
is granted and shall be subject to early termination as provided herein.

                  7.6      Additional Limitations on Grant. No Incentive Stock
Option shall be granted to an employee who, at the time the Incentive Stock
Option is granted, owns stock (as determined in accordance with Section 424(d)
of the Code) representing more than 10% of the total combined voting power of
all classes of stock of the Company or of any Parent or Subsidiary, unless the
option price of such Incentive Stock Option is at least 110% of the fair market
value (determined as of the day the Incentive Stock Option is granted) of the
stock subject to the Incentive Stock Option and the Incentive Stock Option by
its terms is not exercisable more than five years from the date it is granted.

                  7.7      Other Terms and Conditions. The Option Agreement may
contain such other provisions, which shall not be inconsistent with the Plan, as
the Committee shall deem appropriate, including, without limitation, provisions
that relate the Optionee's ability to exercise an Option to the passage of time
or the achievement of specific goals established by the Committee or the
occurrence of certain events specified by the Committee.

                         SECTION 8: EXERCISE OF OPTIONS

                  8.1      Manner of Exercise. Subject to the limitations and
conditions of the Plan or the Option Agreement, an Option shall be exercisable,
in whole or in part, from time to time, by giving written notice of exercise to
the Secretary of the Company, which notice shall specify the number of shares of
Common Stock to be purchased and shall be accompanied by (1) payment in full to
the Company of the purchase price of the shares to be purchased, plus (2)
payment in full of such amount as the Company shall determine to be sufficient
to satisfy any liability it may have for any withholding of federal, state,
local or foreign income, social insurance or other taxes incurred by reason of
the exercise of the Option, and (3) a Stock Restriction Agreement and/or
Shareholder Agreement meeting the requirements of Section 12.2 if requested by
the Company.

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                  8.2      Payment of Purchase Price. Payment for shares and
withholding taxes shall be in the form of (1) cash, (2) a certified or bank
cashier's check to the order of the Company, (3) shares of previously-held
Common Stock, properly endorsed to the Company, in an amount the fair market
value of which on the date of receipt by the Company (as determined in
accordance with Section 7.4) equals or exceeds the option price of the shares
with respect to which the Option is being exercised, if acceptable to the
Committee, in its sole discretion, (4) delivery (on a form prescribed by the
Committee) of an irrevocable direction to a securities broker or lender approved
by the Committee to sell or pledge shares of Common Stock and to deliver all or
a part of the sales or loan proceeds to the Company in payment of all or part of
the purchase price and any withholding taxes, or (5) in any combination of the
foregoing or in any other form or method approved by the Committee, in its sole
discretion, consistent with applicable laws and regulations. Upon the exercise
of any Option, the Company, in its sole discretion, may make financing available
to the Optionee for the payment of the purchase price on such terms and
conditions as the Committee shall specify.

                          SECTION 9: CHANGE IN CONTROL

                  Notwithstanding any vesting requirements contained in any
Option Agreement, upon the occurrence of a Change in Control the Committee may,
in its sole discretion, accelerate any vesting requirements or exercise dates
with respect to any or all outstanding Options on any basis and subject to such
conditions as are deemed acceptable to the Committee, which acceleration,
whether in full or in part, need not be the same with respect to all Optionees.
In no event shall the occurrence of a Change in Control have the effect of
postponing or delaying any vesting requirements with respect to any outstanding
Options. The Committee's determinations in making any acceleration shall be
final and conclusive.

                 SECTION 10: EFFECT OF TERMINATION OF EMPLOYMENT

                  10.1     Termination of Employment Other Than Upon Death,
Disability or For Cause. Upon termination of an Optionee's employment with the
Company or a Subsidiary other than upon death or disability (within the meaning
of Section 22(e)(3) of the Code) and other than for Cause, an Optionee may, at
any time within three months after the date of termination but not later than
the date of expiration of the Option, exercise the Option to the extent the
Optionee was entitled to do so on the date of termination. Any Options not
exercisable as of the date of termination and any Options or portions of Options
of terminated Optionees not exercised as provided herein shall terminate.

                  10.2     Termination By Death of Optionee. If an Optionee
shall die while in the employ of the Company or a Subsidiary or within a period
of three months after the termination of employment with the Company or a
Subsidiary under circumstances to which Section 10.1 apply, the personal
representatives of the Optionee's estate or the person or persons who shall

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have acquired the Option from the Optionee by bequest or inheritance may
exercise the Option at any time within the year after the date of death but not
later than the expiration date of the Option, to the extent the Optionee was
entitled to do so on the date of death. Any Options not exercisable as of the
date of death and any Options or portions of Options of deceased Optionees not
exercised as provided herein shall terminate.

                  10.3     Termination By Disability of Optionee. Upon
termination of an Optionee's employment with the Company or a Subsidiary by
reason of the Optionee's disability (within the meaning of Section 22(e)(3) of
the Code), the Optionee may exercise the Option at any time within one year
after the date of termination but not later than the expiration date of the
Option, to the extent the Optionee was entitled to do so on the date of
termination. Any Options not exercisable as of the date of termination and any
Options or portions of Options of disabled Optionees not exercised as provided
herein shall terminate.

                  10.4     Termination of Directors and Consultants. For
purposes of this Section 10, a termination of employment shall be deemed to
include the termination of a Director's service as a member of the Board of
Directors and the termination of a consulting arrangement in the case of
consultants.

                  10.5     Other Terminations. Subject to the provisions of
Section 10.6 below, upon termination of an Optionee's employment with the
Company or a Subsidiary under circumstances other than those set forth in
Sections 10.1, 10.2 or 10.3, including without limitation a termination for
Cause, Options granted to the Optionee shall terminate immediately.

                  10.6     Extension of Option Termination Date. The Committee,
in its sole discretion, may extend the termination date of an Option granted
under the Plan without regard to the preceding provisions of this Section 10. In
such event, the termination date shall be a date selected by the Committee, in
its sole discretion, but not later than the latest expiration date of the
Option. Such extension may be made by resolution duly adopted by the Committee,
in the Option Agreement as originally executed or by amendment to the Option
Agreement, either prior to or following termination of an Optionee's employment.
The Committee shall have no power to extend the termination date of an Incentive
Stock Option beyond the periods provided in Sections 10.1, 10.2 and 10.3 prior
to the termination of the Optionee's employment or without the approval of the
Optionee, which may be granted or withheld in the Optionee's sole discretion.
Any extension of the termination date of an Incentive Stock Option shall be
deemed to be the grant of a new Option for purposes of the Code.

                    SECTION 11: NON-TRANSFERABILITY OF OPTION

                  Options granted pursuant to the Plan are not transferable by
the Optionee other than by will or the laws of descent and distribution and
shall be exercisable during the Optionee's lifetime only by the Optionee. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option contrary to the provisions hereof, or upon the levy of any attachment or
similar process upon the Option, the Option shall immediately become null and
void.

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                         SECTION 12: ISSUANCE OF SHARES

                  12.1     Transfer of Shares to Optionee. As soon as
practicable after the Optionee has given the Company written notice of exercise
of an Option and has otherwise met the requirements of Section 8.1, the Company
shall issue or transfer to the Optionee the number of shares of Common Stock as
to which the Option has been exercised and shall deliver to the Optionee a
certificate or certificates therefor, registered in the Optionee's name. In no
event shall the Company be required to transfer fractional shares to the
Optionee, and in lieu thereof, the Company may pay an amount in cash equal to
the fair market value (as determined in accordance with Section 7.4) of such
fractional shares on the date of exercise. If the issuance or transfer of shares
by the Company would for any reason, in the opinion of counsel for the Company,
violate any applicable federal, state or foreign laws or regulations, the
Company may delay issuance or transfer of such shares to the Optionee until
compliance with such laws can reasonably be obtained.

                  12.2     Stock Restriction Agreement and/or Shareholder
Agreement. Upon request by the Company, the Optionee shall execute and deliver
to the Company a Stock Restriction Agreement and/or Shareholder Agreement in
such form as the Company may reasonably provide at the time of exercise of the
Option. Such Agreements may include, certain restrictions upon the Optionee's
right to transfer shares, including the creation of an right of first refusal in
the Company and its shareholders. Upon such request, execution of the Stock
Restriction Agreement and/or Shareholder Agreement by the Optionee prior to the
transfer or delivery of any shares and prior to the expiration of the option
period shall be a condition precedent to the right to purchase such shares,
unless such condition is expressly waived in writing by the Company.

                             SECTION 13: AMENDMENTS

                  The Board of Directors may at any time and from time to time
alter, amend, suspend or terminate the Plan or any part thereof as it may deem
proper, except that no such action shall diminish or impair the rights under an
Option previously granted. Unless the shareholders of the Company shall have
given their approval, the total number of shares for which Options may be issued
under the Plan shall not be increased, except as provided in Sections 5.1 and
5.3, and no amendment shall be made which reduces the price at which the Common
Stock may be offered under the Plan below the minimum required by Section 7.3,
except as provided in Section 5.3, or which materially modifies the requirements
as to eligibility for participation in the Plan. Subject to the terms and
conditions of the Plan, the Board of Directors may modify, extend or renew
outstanding Options granted under the Plan, or accept the surrender of
outstanding Options to the extent not theretofore exercised and authorize the
granting of new Options in substitution therefor, except that no such action
shall diminish or impair the rights under an Option previously granted without
the consent of the Optionee.

                            SECTION 14: TERM OF PLAN

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                  This Plan shall terminate on May 1, 2012; provided, however,
that the Board of Directors may at any time prior thereto suspend or terminate
the Plan.

                        SECTION 15: RIGHTS AS SHAREHOLDER

                  An Optionee shall have no rights as a shareholder of the
Company with respect to any shares of Common Stock covered by an Option until
the date of the issuance of the stock certificate for such shares.

                        SECTION 16: NO EMPLOYMENT RIGHTS

         Nothing contained in this Plan or in any Option granted under the Plan
shall confer upon any Optionee any right with respect to the continuation of
such Optionee's employment by the Company or any Subsidiary or interfere in any
way with the right of the Company or any Subsidiary, subject to the terms of any
separate written employment agreement to the contrary, at any time, for any or
no reason, to terminate such employment or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the grant
of the Option.

                            SECTION 17: GOVERNING LAW

                  This Plan, and all Options granted under this Plan, shall be
construed and shall take effect in accordance with the laws of the State of
Delaware, without regard to the conflicts of laws rules of such State.

                  ADOPTED this 1st day of January, 2002.

                                            LightFirst, Inc.

                                            ____________________________________
                                            Martin P. Gilmore, President and
                                            Chief Executive Officer