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                                                                   EXHIBIT 10.26

                                 VIDAMED, INC.
                             AMENDED AND RESTATED
                                1992 STOCK PLAN
                      (as amended effective June 1, 2000)


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 (as defined under Section 422 of the Code) or non-statutory
     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, as amended, and the regulations promulgated thereunder.

2    Certain 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   "Board" means the Board of Directors of the Company.
          -----

     c   "Code" means the Internal Revenue Code of 1986, as amended.
          ----

     d   "Committee" means the Committee appointed by the Board of Directors in
          ---------
         accordance with paragraph (a) of Section 4 of the Plan.

     e   "Common Stock" means the Common Stock of the Company.
          ------------

     f   "Company" means VidaMed, Inc., a Delaware corporation.
          -------

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

     h   "Continuous Status as an Employee" means the absence of any
          --------------------------------
         interruption or termination of the employment relationship by the
         Company or any Subsidiary. Continuous Status as an Employee shall not
         be considered interrupted in the case of: (i) sick leave; (ii) military
         leave; (iii) any other leave of absence approved by the Board, provided
         that such leave is for a period of not more than ninety (90) days,
         unless reemployment upon the expiration of such leave is guaranteed by

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         contract or statute, or unless provided otherwise pursuant to Company
         policy adopted from time to time; or (iv) in the case of transfers
         between locations of the Company or between the Company, its
         Subsidiaries or its successor.

     i   "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.

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

     k   "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 of the National Association of Securities
                Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair
                Market Value shall be the closing sales price for such stock (or
                the closing bid, if no sales were reported, as quoted on such
                system or exchange for the last market trading day prior to the
                time of determination) as reported in the Wall Street Journal or
                such other source as the Administrator deems reliable;

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

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

     m   "Nonstatutory Stock Option" means an Option not intended to qualify as
          -------------------------
         an Incentive Stock Option.

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

     o   "Optioned Stock" means the Common Stock subject to an Option.
          --------------

     p   "Optionee" means an Employee or Consultant who holds an outstanding
          --------
         Option.

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

     r   "Plan" means this Vidamed, Inc. 1992 Stock Plan.
          ----

     s   "Share" means a share of the Common Stock, as adjusted in accordance
          -----
         with Section 12 of the Plan.

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     t   "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 optioned and sold
     under the Plan is 6,200,000 Shares. The Shares may be authorized, but
     unissued, or reacquired Common Stock.

         i)     If an Option should expire or become unexercisable for any
                reason without having been exercised in full, the unpurchased
                Shares which were subject thereto shall, unless the Plan shall
                have been terminated, become available for future grant under
                the Plan; provided, however, that Shares that have been actually
                issued under the Plan upon exercise of an Option shall not be
                returned to the Plan and shall not become available for future
                distribution under the Plan.

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4    Administration of the Plan.
     --------------------------

     a   Procedure.
         ---------

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

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

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

     b   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, the Administrator shall have the authority, in its
         discretion:

         i)     to determine the Fair Market Value of the Common Stock, in
                accordance with Section 2(k) of the Plan;

         ii)    to select the officers, Consultants and Employees to whom
                Options may from time to time be granted hereunder;

         iii)   to determine whether and to what extent Options are granted
                hereunder;

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

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

         vi)    to determine the terms and conditions, not inconsistent with the
                terms of the Plan, of any award granted hereunder (including,
                but not limited to, the share price and any restriction or
                limitation or waiver of forfeiture restrictions regarding any
                Option or other award and/or the shares of Common Stock relating
                thereto, based in each case on such factors as the Administrator
                shall determine, in its sole discretion);

         vii)   to determine whether and under what circumstances an Option may
                be settled in cash under subsection 9(f) instead of Common
                Stock; and

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

     c   Effect of Committee'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.

5    Eligibility.
     -----------

     a   Nonstatutory Stock Options 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 may, if he is otherwise
         eligible, be granted an additional Option or Options.

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

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

     d   The Plan shall not confer upon any Optionee any right with respect to
         continuation of employment or consulting relationship with the Company,
         nor shall it interfere in any way with his right or the Company's right
         to terminate his 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 of Directors or its approval by the stockholders
     of the Company as described in Section 18 of the Plan. It shall continue in
     effect for a term of ten (10) years unless sooner terminated under Section
     14 of the Plan.

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7    Term of Option. The term of each Option shall be the term stated in the
     --------------
     Option Agreement; provided, however, that in the case of an Incentive Stock
     Option, the term shall be no more than ten (10) years from the date of
     grant thereof or such shorter term as may be provided in the Option
     Agreement. However, in the case of an 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 pursuant to
         exercise of an Option shall be such price as is determined by the
         Board, but shall be subject to the following:

         i)     In the case of an Incentive Stock Option

                (1)  granted to an Employee who, at the time of the grant of
                     such Incentive Stock Option, 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
                     per Share exercise price shall be no less than 110% of the
                     Fair Market Value per Share on the date of grant.

                (2)  granted to any 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, the per Share
                exercise price shall be determined by the Administrator.

     b   The following limitations shall apply to grants of Options to
         Employees:

         i)     No Employee shall be granted, in any fiscal year of the Company,
                Options to purchase more than seventy-five percent (75%) of the
                Shares reserved for issuance under the Plan.

         ii)    The foregoing limitations shall be adjusted proportionately in
                connection with any change in the Company's capitalization as
                described in Section 11.

         iii)   If an Option is canceled in the same fiscal year of the Company
                in which it was granted (other than in connection with a
                transaction described in Section 11), the canceled Option will
                be counted against the limit set forth in Section 8(b)(i). For
                this purpose, if the exercise price of an Option is reduced, the
                transaction will be treated as a cancellation of the Option and
                the grant of a new Option.

     c   The consideration to be paid for the Shares to be issued upon exercise
         of an Option, including the method of payment, shall be determined by
         the Administrator (and, in the case of an Incentive Stock Option, shall
         be determined at the time of grant) and may consist entirely of (1)
         cash, (2) check, (3) other Shares which (x) in the case of Shares
         acquired upon exercise of an Option either have been owned by the
         Optionee for more than six months on the date of surrender or were not
         acquired, directly or indirectly, from the Company, and (y) have a Fair
         Market Value on the date of surrender equal to the aggregate exercise
         price of the Shares as to which said Option shall be exercised, (4)
         delivery of a properly executed exercise notice together with

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         irrevocable instructions to a broker to promptly deliver to the Company
         the amount of sale or loan proceeds required to pay the exercise price,
         (5) any combination of the foregoing methods of payment, or (6) such
         other consideration and method of payment for the issuance of Shares to
         the extent permitted under Applicable Laws. In making its determination
         as to the type of consideration to accept, the Board shall consider if
         acceptance of such consideration may be reasonably expected to benefit
         the Company (Section 315(b) of the California Corporation law).

9    Exercise of Option.
     ------------------

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

                (1)  An Option may not be exercised for a fraction of a Share.

                (2)  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 Board, consist of any consideration and
                     method of payment allowable under Section 8(b) of the Plan.
                     Until the issuance (as evidenced by the appropriate entry
                     on the books of the Company or of a duly authorized
                     transfer agent of the Company) of the stock certificate
                     evidencing such Shares, no right to vote or receive
                     dividends or any other rights as a stockholder shall exist
                     with respect to the Optioned Stock, notwithstanding the
                     exercise of the Option. The Company shall issue (or cause
                     to be issued) such stock certificate promptly upon exercise
                     of the Option. No adjustment will be made for a dividend or
                     other right for which the record date is prior to the date
                     the stock certificate is issued, except as provided in
                     Section 11 of the Plan.

                (3)  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. In the event of termination of an Optionee's
         -------------------------
         consulting relationship or Continuous Status as an Employee with the
         Company (as the case may be), such Optionee may, but only within three
         (3) months (or such other period of time as is determined by the Board,
         with such determination in the case of an Incentive Stock Option being
         made at the time of grant of the Option and 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 Option to the extent that Optionee was
         entitled to exercise it at the date of such termination. To the extent
         that Optionee was not entitled to exercise the Option at the date of
         such termination, or if Optionee does not exercise such Option to the
         extent so entitled within the time specified herein, the Option shall
         terminate.

     c   Disability of Optionee. Notwithstanding the provisions of Section 9(b)
         ----------------------
         above, in the event of termination of an Optionee's consulting
         relationship or Continuous Status as an Employee as a result of his
         disability, the Optionee may, but only within twelve (12) months from
         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 the Option to the extent otherwise entitled to exercise it at
         the date of such termination. To the extent that Optionee was not
         entitled to exercise the Option at the date of termination, or if
         Optionee does not exercise such Option to the extent so

                                      24
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         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 (but 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 the Optionee
         was entitled to exercise the Option at the date of death. To the extent
         that Optionee was not entitled to exercise the Option at the date of
         termination, or if 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.

     e   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.

     f   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;
         provided however that the offer to buy out shares that are exercisable
         shall be at a price greater than or equal to the Fair Market Value of
         such shares and the offer to buy out shares that are not exercisable
         shall be at a price greater than or equal to the then exercise price of
         the shares subject to the Option.

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

11   Adjustments Upon Changes in Capitalization or Merger.
     ----------------------------------------------------

     a   Changes in Capitalization. Subject to any required action by the
         -------------------------
         stockholders of the Company, the number of shares of Common Stock
         covered by each outstanding Option, and the number of shares of Common
         Stock which have been authorized for issuance under the Plan but as to
         which no Options have yet been granted or which have been returned to
         the Plan upon cancellation or expiration of an Option, as well as the
         price per share of Common Stock covered by each such outstanding
         Option, 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, 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. 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.

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     b   Dissolution or Liquidation. In the event of the proposed dissolution or
         --------------------------
         liquidation of the Company, to the extent that an Option has not been
         previously exercised, it will terminate immediately prior to the
         consummation of such proposed action. The Board may, in the exercise of
         its sole discretion in such instances, declare that any Option shall
         terminate as of a date fixed by the Board and give each Optionee the
         right to exercise his or her Option as to all or any part of the
         Optioned Stock, including Shares as to which the Option would not
         otherwise be exercisable.

     c   Merger or Asset Sale. 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 shall be assumed or an
         equivalent option or right shall be substituted by the successor
         corporation or Parent or Subsidiary of the successor corporation. The
         Administrator may, in lieu of such assumption or substitution, provide
         for the Optionee to have the right to exercise the Option as to all or
         a portion of the Optioned Stock, including Shares as to which it would
         not otherwise be exercisable. If the Administrator makes an Option
         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 shall be fully exercisable for a period of fifteen (15)
         days from the date of such notice, and the Option will terminate upon
         the expiration of such period. For the purposes of this paragraph, the
         Option shall be considered assumed if, following the merger or sale of
         assets, the option or right confers the right to purchase, for each
         Share of Optioned Stock subject to the Option 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, for each Share of
         Optioned Stock subject to the Option, 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.

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

13   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 stockholder approval of any Plan amendment in such a
         manner and to such a degree as required.

                                      26
<PAGE>

     b   Effect of Amendment or Termination. Any such amendment or termination
         ----------------------------------
         of the Plan shall not affect Options already granted and such Options
         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 Board, which agreement must be in writing and signed
         by the Optionee and the Company.

14   Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
     ----------------------------------
     the exercise of an Option unless the exercise of such Option 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 or
     quotation system upon which the Shares may then be listed or quoted, and
     shall be further subject to the approval of counsel for the Company with
     respect to such compliance.

         i)     As a condition to the exercise of an Option, the Company may
                require the person exercising such Option 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.

15   Reservation of Shares. The Company, during the term of this Plan, will at
     ---------------------
     all times reserve and keep available such number of Shares as shall be
     sufficient to satisfy the requirements of the Plan.

         i)     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.

         ii)    If the Optioned Stock covered by an Option exceeds, as of the
                date of grant, the number of Shares which may be issued under
                the Plan without additional stockholder approval, such Option
                shall be void with respect to such excess Optioned Stock, unless
                stockholder approval of an amendment sufficiently increasing the
                number of Shares subject to the Plan is timely obtained in
                accordance with Section 13(a) of the Plan.

16   Agreements.  Options shall be evidenced by written agreements in such form
     ----------
     as the Board shall approve from time to time.

17   Stockholder Approval. Continuance of the Plan shall be subject to approval
     --------------------
     by the stockholders of the Company within twelve (12) months before or
     after the date the Plan is adopted. Such stockholder approval shall be
     obtained in the degree and manner required under applicable state and
     federal law.

18   Financial Reports.  The Company shall furnish each Optionee with at least
     -----------------
     such financial statements, reports and other information as the Company
     sends or makes available on an annual basis to the holders of its Common
     Stock

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