EXHIBIT 4.2

                             SAIPH CORPORATION

                   2002 STOCK OPTION/STOCK ISSUANCE PLAN

I.   GENERAL PROVISIONS

A.   PURPOSE OF THE PLAN

This 2002 Stock Option/Stock Issuance Plan (the "Plan") is intended to aid
the Corporation (or any Parent or Subsidiary) in maintaining and developing
a management team, attracting qualified officers and employees capable of
assisting in the future success of the Corporation, and rewarding those
individuals who have contributed, or may contribute in the future, to the
success of the Corporation (or any Parent or Subsidiary).  It is designed
to aid the Corporation (and any Parent or Subsidiary) in retaining the
services of executives and Employees and in attracting new personnel when
needed for future operations and growth and to provide such personnel with
an incentive to remain Employees of the Corporation, to use their best
efforts to promote the success of the Corporation's business, and to
provide them with an opportunity to obtain or increase a proprietary
interest in the Corporation.  It is further designed to attract and retain
the best available personnel for service as directors of the Corporation
(or any Parent or Subsidiary), whether or not such individuals may
otherwise be Employees.  It is also designed to permit the Corporation to
reward those consultants or other independent advisors who are not
Employees but who are perceived by management as having contributed to the
success of the Corporation (or any Parent or Subsidiary) or who are
important to the continued business and operations of the Corporation (or
any Parent or Subsidiary).

Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

B.   STRUCTURE OF THE PLAN

1.   The Plan shall be divided into two (2) separate equity programs:

a.   the Option Grant Program under which eligible persons may, at the
discretion of the Plan Administrator, be granted options to purchase shares
of Common Stock, and

b.   the Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a
bonus for services rendered to the Corporation (or any Parent or
Subsidiary) or as an incentive to perform services for the Corporation (or
any Parent or Subsidiary).

2.   The provisions of Sections I and IV shall apply to both equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

C.   ADMINISTRATION OF THE PLAN

1.   The Plan shall be administered by the Board.  However, any or all
administrative functions otherwise exercisable by the Board may be
delegated to the Committee.  Members of the Committee shall serve for such
period of time as the Board may determine and shall be subject to removal
by the Board at any time.  The Board may also at any time terminate the
functions of the Committee and reassume all powers and authority previously
delegated to the Committee.

2.   The Plan Administrator shall have full power and authority (subject to
the provisions of the Plan) to establish such rules and regulations as it
may deem appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option thereunder.

D.   ELIGIBILITY

1.   The Plan Administrator shall have full authority to determine, (i)
with respect to the option grants under the Option Grant Program, which
eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each
such grant, the status of the granted option as either an Incentive Option
or a Non-Statutory Option, the time or times at which each option is to
become exercisable, the vesting schedule (if any) applicable to the option
shares and the maximum term for which the option is to remain outstanding,
and (ii) with respect to stock issuances under the Stock Issuance Program,
which eligible persons are to receive stock issuances, the time or times
when such issuances are to be made, the number of shares to be issued to
each Participant, the vesting schedule (if any) applicable to the issued
shares and the consideration to be paid or given by the Participant for
such shares.

2.   The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Option Grant Program or to effect
stock issuances in accordance with the Stock Issuance Program.

E.   STOCK SUBJECT TO THE PLAN

1.   The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock.  The maximum number of shares of
Common Stock which may be issued over the term of the Plan shall not exceed
3,000,000 shares.

2.   Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or
(ii) the options are canceled in accordance with the cancellation-re-grant
provisions of Section II(E).

3.   Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to the maximum number and/or class of securities issuable
under the Plan.  The adjustments determined by the Plan Administrator shall
be final, binding and conclusive.

II.  OPTION GRANT PROGRAM

A.   TYPES OF OPTIONS

The Option Grant Program shall be comprised of two types of options as
follows:

1.   Incentive Options which are options intended to qualify under the
Code, subject to limiting conditions, for favorable tax treatment in
respect of the recognition of ordinary income, gain, or loss and
withholding requirements applicable to the exercise of the options and
disposition of the shares of Common Stock acquired upon exercise of
Incentive Options.

2.   Non-Statutory Options which are those options that are not intended to
qualify under the Code for favorable tax treatment in respect of the
recognition of ordinary income, gain, or loss and withholding requirements
applicable to the exercise of options and disposition of shares of Common
Stock acquired pursuant to the exercise of the Non-Statutory options.  The
Option grant program intends that the treatment of such transactions in
respect of Non-Statutory Options will be governed by the taxation rules
applicable to the transfer of property in connection with the performance
of services.

B.   OPTION TERMS APPLICABLE TO BOTH INCENTIVE AND NON-STATUTORY OPTIONS

1.   Option Agreements.

Each option shall be evidenced by one or more option agreements between the
Corporation and the Optionee.  Option agreements shall designate the number
of shares and the exercise price of the Option to which it pertains, and
shall set forth the vesting schedule of the Option or state that the Option
is vested immediately.  The option agreements shall be in writing, dated as
of the date the option is granted, and shall be executed on behalf of the
Corporation by such officers as the Board shall authorize.  Option
agreements shall be in such form and contain such additional provisions as
the Plan Administrator shall prescribe, but in no event shall they contain
provisions inconsistent with the provisions of this Plan.

2.   Exercise Price.

a.   The exercise price per share shall be fixed by the Plan Administrator
for Incentive and Non-Statutory Options as set forth below.

b.   The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section IV(A) and the
documents evidencing the option, be payable in cash or check made payable
to the Corporation.  The Plan Administrator, in its discretion, may also
permit the exercise price to be paid partly in cash and/or as follows:

(1)  in shares of Common Stock valued at Fair Market Value on the Exercise
Date, or

(2)  to the extent the option is exercised for vested shares, through a
special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable written instructions (A) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise, and (B) to the
Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.

c.   Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

3.   Exercise and Term of Options.

Each option shall be exercisable at such time or times, during such period
and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option grant.
However, no option shall have a term in excess of ten (10) years measured
from the option grant date.  The terms of Incentive and Non-Qualified
Options shall be fixed by the Plan Administrator within the limits
specified below.

4.   Effect of Termination of Service.

a.   The following provisions shall govern the exercise of any options held
by the Optionee at the time of cessation of Service or death:

(1)  Should the Optionee cease to remain in Service for Misconduct, then
the options shall terminate on the date of cessation of the Service.

(2)  Should the Optionee cease to remain in Service for any reason other
than Misconduct, Disability or death, then the Optionee shall have a period
of three (3) months following the date of such cessation of Service during
which to exercise each outstanding option held by such Optionee.

(3)  Should Optionee's Service terminate by reason of Disability, then the
Optionee shall have a period of twelve (12) months following the date of
such cessation of Service during which to exercise each outstanding option
held by such Optionee.

(4)  If the Optionee dies while holding an outstanding option, then the
personal representative of his or her estate or the person or persons to
whom the option is transferred pursuant to the Optionee's will or the laws
of inheritance shall have a twelve (12) month period following the date of
the Optionee's death to exercise such option.

(5)  Under no circumstances, however, shall any such option be exercisable
after the specified expiration of the option term.

(6)  During the applicable post-Service exercise period, the option may not
be exercised in the aggregate for more than the number of vested shares for
which the option is exercisable on the date of the Optionee's cessation of
Service.  Upon the expiration of the applicable exercise period or (if
earlier) upon the expiration of the option term, the option shall terminate
and cease to be outstanding for any vested shares for which the option has
not been exercised.  However, the option shall, immediately upon the
Optionee's cessation of Service, terminate and cease to be outstanding with
respect to any and all option shares for which the option is not otherwise
at the time exercisable or in which the Optionee is not otherwise at that
time vested.

b.   The Plan Administrator shall have the discretion, exercisable either
at the time an option is granted or at any time while the option remains
outstanding, to:

(1)  extend the period of time for which the option is to remain
exercisable following Optionee's cessation of Service or death from the
limited period otherwise in effect for that option to such greater period
of time as the Plan Administrator shall deem appropriate, but in no event
beyond the expiration of the option term; and/or

(2)  permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of
Common Stock for which such option is exercisable at the time of the
Optionee's cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the
option had the Optionee continued in Service.

5.   Shareholder Rights.  The holder of an option shall have no shareholder
rights with respect to the shares subject to the option until such person
shall have exercised the option, paid the exercise price, and become a
holder of record of the purchased shares.

6.   Vesting Provisions.  The Plan Administrator may not impose a vesting
schedule upon any option grant which is more restrictive than twenty
percent (20%) per year vesting, with the initial vesting to occur not later
than one (1) year after the option grant date.

7.   Limited Transferability of Options.  During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of
descent and distribution following the Optionee's death.

8.   Withholding.  The Corporation's obligation to deliver shares of Common
Stock upon the exercise of any options granted under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

C.   INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II(C), all the
provisions of the Plan shall be applicable to Incentive Options.  Options
which are specifically designated as Non-Statutory Options shall not be
subject to the terms of this Section II (C).

1.   Eligibility.  Incentive Options may only be granted to Employees.

2.   Exercise Price.  The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.  For options granted to a 10% Shareholder,
the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option
grant date.

3.   Dollar Limitation.  The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for
the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000).  To the extent the Employee holds two (2) or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options
are granted.

4.   Option Term for 10% Shareholder.  If any Employee to whom an Incentive
Option is granted is a 10% Shareholder, then the option term shall not
exceed five (5) years measured from the option grant date.

D.   NON-STATUTORY OPTIONS

The terms specified below shall be applicable to all Non-Statutory Options.
Except as modified by the provisions of this Section II(D), all the
provisions of the Plan shall be applicable to Non-Statutory Options.

1.   Eligibility.  Non-Statutory Options may be granted to the following
persons:

a.   Employees,

b.   non-employee members of the Board or the non-employee members of the
board of directors of any Parent or Subsidiary, and

c.   consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary), provided that such consultants
or advisors are natural persons; that they provide bona fide services to
the Corporation (or the Parent or Subsidiary); and that the services are
not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market
for the Corporation's securities.

2.   Exercise Price.  The exercise price per share covered by a
Non-Statutory Option shall not be less than eighty-five percent (85%) of
the Fair Market Value per share of Common Stock on the option grant date.

E.   CORPORATE TRANSACTION

1.   The Plan and each option outstanding under the Plan at the time of a
Corporate Transaction shall terminate and cease to be outstanding, but only
after each Optionee (or the successor in interest) has been given, for the
period of ten (10) days ending five (5) days before the effective date of
the Corporate Transaction (or such longer period as the Board may specify),
the right to exercise any unexpired option in full or in part, but only to
the extent that, on the date of such Corporate Transaction, such Optionee's
right to exercise such option has vested pursuant the terms of the
applicable option agreement and has not previously been exercised.
However, the outstanding options shall not terminate and cease to be
outstanding on such an accelerated basis if and to the extent such options
are assumed by the successor corporation (or parent thereof) in the
Corporate Transaction.

2.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to the Optionee in consummation of such Corporate
Transaction, had the option been exercised immediately prior to such
Corporate Transaction.  Appropriate adjustments shall also be made to (i)
the number and class of securities available for issuance under the Plan
following the consummation of such Corporate Transaction and (ii) the
exercise price payable per share under each outstanding option, provided
the aggregate exercise price payable for such securities shall remain the
same.

3.   The Plan Administrator shall have the discretion, exercisable either
at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration (in whole or in
part) of one or more outstanding options upon the occurrence of a Corporate
Transaction, whether or not those options are to be assumed or replaced in
the Corporate Transaction.

4.   The portion of any Incentive Option accelerated in connection with a
Corporate Transaction shall remain exercisable as an Incentive Option only
to the extent the applicable One Hundred Thousand Dollar ($100,000)
limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws.

5.   Subject to Section II(F) below, the grant of options under the Plan
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

F.   ADJUSTMENTS

1.   If the Corporation shall at any time subdivide its outstanding shares
of Common Stock by recapitalization, reclassification or split-up thereof,
or if the Corporation shall declare a stock dividend or distribute shares
of Common Stock to its stockholders, the number of shares of Common Stock
purchasable upon exercise of the options immediately prior to such
subdivision shall be proportionately increased in each instance, and if the
Corporation shall at any time combine the outstanding shares of Common
Stock by  recapitalization, reclassification or combination thereof, the
number of shares of Common Stock purchasable upon exercise of the options
immediately prior to such combination shall be proportionately decreased in
each instance.  Any adjustment which is the result of a stock dividend or
distribution shall be effective on the record date therefor.

2.   Whenever the number of shares of Common Stock purchasable upon the
exercise of any of the options is required to be adjusted as provided in
Section II(F)(1) above, the exercise price per share shall be adjusted (to
the nearest cent) in each instance by multiplying such exercise price per
share immediately prior to such adjustment by a fraction (x) the numerator
of which shall be the number of shares of Common Stock purchasable upon the
exercise of the options immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.

3.   In case the Corporation shall, at any time prior to the expiration
date of the options, and prior to the exercise thereof, offer to the
holders of its Common Stock any right to subscribe for additional shares of
any class of the Corporation, then the Corporation shall give written
notice thereof to the registered holders of the options not less than
thirty (30) days prior to the date on which the books of the Corporation
are closed  or a record date fixed for the determination of stockholders
entitled to such subscription rights.  Such notice shall specify the date
as to which the books shall be closed or record date be fixed with respect
to such offer or subscription, and the right of the holders to participate
in such offer or subscription shall terminate if the options shall not be
exercised on before the date of such closing of the books or such record
date.

4.   If the Corporation shall take any action affecting the shares of its
Common Stock, other than that action described in this Plan, which, in the
opinion of the Plan Administrator, would materially affect the rights of
the holders of the options or the exercise price per share, the number of
shares of Common Stock purchasable on exercise of the options shall be
adjusted in each instance and at such time as the Plan Administrator, in
good faith, may determine to be equitable under the circumstances.  The
adjustments determined by the Plan Administrator shall be final, binding,
and conclusive.

5.   Any changes or adjustments in the number of shares of Common Stock
purchasable upon the exercise of the options or in the exercise price of
options, as required or authorized by this Section II(F), shall be made
with respect to all authorized options whether or not they have yet been
issued or outstanding at the time of the occurrence of the circumstance
leading to such change or adjustment.

G.   CANCELLATION AND RE-GRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected option holders and
subject to approval of the shareholders of the Corporation, the
cancellation of any or all outstanding options under the Plan and to grant
in substitution therefor new options covering the same or different number
of shares of Common Stock but with an exercise price per share based on the
Fair Market Value per share of Common Stock on the new option grant date.
The type and amount of consideration for the substituted options shall be
subject to the approval of the Plan Administrator.

III. STOCK ISSUANCE PROGRAM

A.   STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option
grants.  Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

1.   Cost of Shares.  Grants of shares of Common Stock under the Stock
Issuance Program shall be made at such cost as the Plan Administrator shall
determine and may be issued for no monetary consideration, subject to
applicable state law.

2.   Vesting Provisions.

a.   Shares of Common Stock issued under the Stock Issuance Program may, in
the discretion of the Plan Administrator, be fully and immediately vested
upon issuance or may vest in one or more installments over the
Participant's period of Service or upon attainment of specified performance
objectives.  However, the Plan Administrator may not impose a vesting
schedule upon any stock issuance effected under the Stock Issuance Program
which is more restrictive than twenty percent (20%) per year vesting, with
initial vesting to occur not later than one (1) year after the issuance
date.

b.   Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock
split, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration shall be issued subject to (i) the
same vesting requirements applicable to the Participant's unvested shares
of Common Stock and (ii) such escrow arrangements as the Plan Administrator
shall deem appropriate.

c.   Unless specified otherwise in the Stock Issuance Agreement, the
Participant shall have full shareholder rights with respect to any shares
of Common Stock issued to the Participant under the Stock Issuance Program,
whether or not the Participant's interest in those shares is vested, and
accordingly, the Participant shall have the right to vote such shares and
to receive any regular cash dividends paid on such shares.

d.   Should the Participant cease to remain in Service while holding one or
more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect
to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and
the Participant shall have no further shareholder rights with respect to
those shares.  To the extent the surrendered shares were previously issued
to the Participant for consideration paid in cash or cash equivalent
(including the Participant's purchase-money indebtedness), the Corporation
shall repay to the Participant the cash consideration paid for the
surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to such
surrendered shares.

e.   The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other
assets attributable thereto) which would otherwise occur upon the
non-completion of the vesting schedule applicable to such shares.  Such
waiver shall result in the immediate vesting of the Participant's interest
in the shares of Common Stock as to which the waiver applies.  Such waiver
may be effected at any time, whether before or after the Participant's
cessation of Service or the attainment or non-attainment of the applicable
performance objectives.

3.   Non-transferability.  Shares of Common Stock granted under the Stock
Issuance program shall not be transferable until the shares are vested.

B.   CORPORATE TRANSACTION

1.   Upon the occurrence of a Corporate Transaction all unvested shares not
assumed by the successor corporation (or parent thereof) shall be
immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further shareholder rights with respect to those
shares.  To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including
the Participant's purchase-money indebtedness), the Corporation shall repay
to the Participant the cash consideration paid for the surrendered shares
and shall cancel the unpaid principal balance of any outstanding
purchase-money note of the Participant attributable to such surrendered
shares.

2.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time
while the Corporation's repurchase rights with respect to those shares
remaining outstanding, to provide that those rights shall automatically
terminate on an accelerated basis, and the shares of Common Stock subject
to those terminated rights shall immediately vest, in the event of a
Corporate Transaction or in the event that the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
period designated by the Plan Administrator following the effective date of
any Corporate Transaction in which those repurchase rights are assumed by
the successor corporation (or parent thereof).

C.   SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends
on the certificates evidencing those unvested shares.

IV.  MISCELLANEOUS

A.   FINANCING

The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price or the purchase price for shares issued to such
person under the by delivering a full-recourse, interest-bearing promissory
note payable in one or more installments and secured by the purchased
shares.  In no event shall the maximum credit available to the Optionee or
Participant exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal,
state and local income and employment tax liability incurred by the
Optionee or the Participant in connection with the option exercise or share
purchase.

B.   EFFECTIVE DATE AND TERM OF PLAN

1.   The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be
issued under the Plan, until the Plan is approved by the Corporation's
shareholders.  If such shareholder approval is not obtained within twelve
(12) months after the date of the Board's adoption of the Plan, then all
options previously granted under the Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.  Subject to such limitation, the Plan Administrator
may grant options and issue shares under the Plan at any time after the
effective date of the Plan and before the date fixed herein for termination
of the Plan.

2.   The Plan shall terminate upon the earliest of (i) December 1, 2010,
(ii) the date on which all shares available for issuance under the Plan
shall have been issued, or (iii) the termination of all outstanding options
in connection with a Corporate Transaction.  All options and unvested stock
issuances outstanding at that time under the Plan shall continue to have
full force and effect in accordance with the provisions of the documents
evidencing such options or issuances.

C.   AMENDMENT OF THE PLAN

1.   The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects, except as set forth
herein.  However, no such amendment or modification shall adversely affect
the rights and obligations with respect to options or unvested stock
issuances at the time outstanding under the Plan unless the Optionee or the
Participant consents to such amendment or modification.  In addition, the
Board shall not amend the Plan, without approval of the shareholders of the
Corporation, in a manner which would:

a.   Cause Options which are intended to qualify as Incentive Options to
fail to qualify;

b.   increase the number of shares of Common Stock issuable over the term
of the Plan;

c.   cause the Plan to fail to meet the requirements of Rule 16b-3; or

d.   violate applicable law.

2.   Options may be granted under the Option Grant Program and shares may
be issued under the Stock Issuance Program which are in each instance in
excess of the number of shares of Common Stock then available for issuance
under the Plan, provided any excess shares actually issued under those
programs shall be held in escrow until there is obtained shareholder
approval of an amendment sufficiently increasing the number of shares of
Common Stock available for issuance under the Plan.  If such shareholder
approval is not obtained within twelve (12) months after the date the first
such excess issuances are made, then (i) any unexercised options granted on
the basis of such excess shares shall terminate and cease to be outstanding
and (ii) the Corporation shall promptly refund to the Optionees and the
Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically canceled and cease
to be outstanding.

D.   USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

E.   WITHHOLDING

The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options or upon the vesting of any shares issued under the
Plan shall be subject to the satisfaction of all applicable Federal, state
and local income and employment tax withholding requirements.

F.   REGULATORY APPROVALS

The implementation of the Plan, the granting of any options under the Plan
and the issuance of any shares of Common Stock (i) upon the exercise of any
option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the options
granted under it and the shares of Common Stock issued pursuant to it.

G.   NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant any
right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining such
person) or of the Optionee or the Participant, which rights are hereby
expressly reserved by each, to terminate such person's Service at any time
for any reason, with or without cause.

H.   INDEMNIFICATION

In addition to such other rights as they may have as directors or as
members of the Committee, the members of the Plan Administrator shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit, or proceeding, and in connection with any
appeal therein, to which they or any of them may be a party by reason of
any action or failure to act under or in connection with this Plan or any
option or stock award granted hereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding, except
in relation to matters as to which it shall be finally adjudged in such
action, suit, or proceeding that such member of the Plan Administrator is
liable for gross negligence or willful misconduct in the performance of his
duties; provided that within 60 days after institution of any such action,
suit, or proceeding (or within 30 days after service upon such member of
legal process in such case, if later) a member of the Plan Administrator
shall in writing offer the Corporation the opportunity, at its own expense,
to handle and defend the same.

I.   RULE 16b-3

With respect to Participates subject to Rule 16b-3, transactions under the
Plan are intended to comply with all applicable provisions of Rule 16b-3.
To the extent any provision of the Plan or action by the Plan Administrator
fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed  advisable by the Plan Administrator.

J.   RELATIONSHIP TO OTHER PLANS

Nothing in this Plan shall prevent the Corporation (or any Parent or
Subsidiary) from adopting or continuing other or additional compensation
arrangements, including without limitation plans providing for the granting
of restricted stock awards, options, cash, or Common Stock performance
bonuses.  Grants under the Plan may form a part of or otherwise be related
to such other or additional compensation arrangements.

     APPENDIX

The following definitions shall be in effect under the Plan:

Board shall mean the Corporation's Board of Directors.

Code shall mean the Internal Revenue Code of 1986, as amended.

Committee shall mean a committee of two (2) or more non-employee Board
members appointed by the Board to exercise one or more administrative
functions under the Plan.

Common Stock shall mean the Corporation's common stock.

Corporate Transaction shall mean either of the following shareholder
approved transactions to which the Corporation is a party:

(a)  a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different
from the persons holding those securities immediately prior to such
transaction, or

(b)  the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the
Corporation.

Corporation shall mean Saiph Corporation, a Nevada corporation.

Disability shall mean the inability of the Optionee or the Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by the
Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances.

Employee shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and
method of performance.

Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.

Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

(a)    If the Common Stock is at the time traded on the NASDAQ National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the NASDAQ National
Market or any successor system.  If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.

(b)  If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by
the Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on
such exchange.  If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(c)  If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the NASDAQ National Market, then the Fair Market
Value shall be determined by the Plan Administrator after taking into
account such factors as the Plan Administrator shall deem appropriate.

Incentive Option shall mean an option which satisfies the requirements of
Code Section 422.

Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of :

(a)  such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(b)  such individual's voluntary resignation following (A) a change in his
or her position with the Corporation which materially reduces his or her
level of responsibility, (B) a reduction in his or her level of
compensation (including base salary, fringe benefits and target bonuses
under any corporate-performance based bonus or incentive programs) by more
than fifteen percent (15%), or (c) a relocation of such individual's place
of employment by more than fifty (50) miles, provided and only if such
change, reduction or relocation is effected without the individual's
consent.

The Plan Administrator shall be entitled to revise the definition of
Involuntary Termination and Misconduct with respect to individual Optionees
or Participants under the Plan.

Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee or Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of
the Corporation (or any Parent or Subsidiary) in a material manner.  The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider
as grounds for the dismissal or discharge of any Optionee, Participant or
other person in the Service of the Corporation (or any Parent or
Subsidiary).

1934 Act shall mean the Securities Exchange Act of 1934, as amended.

Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

Option Grant Program shall mean the option grant program in effect under
the Plan.

Optionee shall mean any person to whom an option is granted under the Plan.

Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

Participant shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

Plan shall mean the Corporation's 2002 Stock Option/Stock Issuance Plan, as
set forth in this document.

Plan Administrator shall mean either the Board or the Committee acting in
its capacity as administrator of the Plan.

Rule 16b-3 shall mean Rule 16b-3 promulgated under the 1934 Act by the U.S.
Securities and Exchange Commission, as amended, or any successor rule in
effect from time to time.

Service shall mean the provision of services to the Corporation (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided
in the documents evidencing the option grant.

Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

Stock Issuance Agreement shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

Stock Issuance Program shall mean the stock issuance program in effect
under the Plan.

Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

10% Shareholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary).