<PAGE>

                                                                    EXHIBIT 10.5

                                 PARENTECH, INC.
                             2001 STOCK OPTION PLAN


Establishment, Purpose and Term of Plan.


         Establishment. The Parentech, Inc. 2001 Stock Option Plan (the "Plan")
                  is hereby established effective as of August 5, 2001.

         Purpose. The purpose of the Plan is to advance the interests of the
                  Participating Company Group and its shareholders by providing
                  an incentive to attract, retain and reward persons performing
                  services for the Participating Company Group and by motivating
                  such persons to contribute to the growth and profitability of
                  the Participating Company Group.

         Term of Plan. The Plan shall continue in effect until the earlier
                  of its termination by the Board or the date on which all of
                  the shares of Stock available for issuance under the Plan have
                  been issued and all restrictions on such shares under the
                  terms of the Plan and the agreements evidencing Options
                  granted under the Plan have lapsed. However, all Options shall
                  be granted, if at all, within ten (10) years from the earlier
                  of the date the Plan is adopted by the Board or the date the
                  Plan is duly approved by the shareholders of the Company.


Definitions and Construction.

         Definitions. Whenever used herein, the following terms shall have their
                  respective meanings set forth below:

"Board" means the Board of Directors of the Company. If one or more Committees
have been appointed by the Board to administer the Plan, "Board" also means such
Committee(s).

"Code" means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder.

"Committee" means the Compensation Committee or other committee of the Board
duly appointed to administer the Plan and having such powers as shall be
specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board
granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any applicable
limitations imposed by law.

"Company" means Parentech, Inc., a Delaware corporation, or any successor
corporation thereto.

"Consultant" means a person engaged to provide consulting or advisory services
(other than as an Employee or a Director) to a Participating Company, provided
that the identity of such person, the nature of such services or the entity to
which such services are provided would not preclude the Company from offering or
selling securities to such person pursuant to the Plan in reliance on either the
exemption from registration provided by Rule 701 under the Securities Act or, if
the Company is required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act, registration on a Form S-8 Registration Statement under the
Securities Act.

"Director" means a member of the Board or of the board of directors of any other
Participating Company.

"Disability" means the inability of the Optionee, in the opinion of a qualified
physician acceptable to the Company, to perform the major duties of the
Optionee's position with the Participating Company Group because of the sickness
or injury of the Optionee.

"Employee" means any person treated as an employee (including an Officer or a
Director who is also treated as an employee) in the records of a Participating
Company and, with respect to any Incentive Stock Option granted to such person,
who is an employee for purposes of Section 422 of the Code; provided, however,
that neither service as a Director nor payment of a director's fee shall be
sufficient to constitute employment for purposes of the Plan. The Company shall
determine in good faith and in the exercise of its discretion whether an
individual has become or has ceased to be an Employee and the effective date of
such individual's employment or termination of employment, as the case may be.
For purposes of an individual's rights, if any, under the Plan as of the time of
the Company's determination, all such determinations by the Company shall be
final, binding and conclusive, notwithstanding that the Company or any court of
law or governmental agency subsequently makes a contrary determination.

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

"Fair Market Value" means, as of any date, the value of a share of Stock or
other property as determined by the Board, in its discretion, or by the Company,
in its discretion, if such determination is expressly allocated to the Company
herein, subject to the following:

If, on such date, the Stock is listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be
the closing price of a share of Stock (or the mean of the closing bid and asked
prices of a share of Stock if the Stock is so quoted instead) as quoted on the
Nasdaq National Market, The Nasdaq SmallCap Market or such other national or
regional securities exchange or market system constituting the primary market
for the Stock, as reported in The Wall Street Journal or such other source as
the Company deems reliable. If the relevant date does not fall on a day on which
the Stock has traded on such securities exchange or market system, the date on
which the Fair Market Value shall be established shall be the last day on which
the Stock was so traded prior to the relevant date, or such other appropriate
day as shall be determined by the Board, in its discretion.

If, on such date, the Stock is not listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be as
determined by the Board in good faith without regard to any restriction other
than a restriction which, by its terms, will never lapse.

"Incentive Stock Option" means an Option intended to be (as set forth in the
Option Agreement) and which qualifies as an incentive stock option within the
meaning of Section 422(b) of the Code.

"Insider" means an Officer, a Director of the Company or other person whose
transactions in Stock are subject to Section 16 of the Exchange Act.

"Nonstatutory Stock Option" means an Option not intended to be (as set forth in
the Option Agreement) or which does not qualify as an Incentive Stock Option.

"Officer" means any person designated by the Board as an officer of the Company.
<PAGE>

"Option" means a right to purchase Stock pursuant to the terms and conditions of
the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory
Stock Option.

"Option Agreement" means a written agreement between the Company and an Optionee
setting forth the terms, conditions and restrictions of the Option granted to
the Optionee and any shares acquired upon the exercise thereof. An Option
Agreement may consist of a form of "Notice of Grant of Stock Option" and a form
of "Stock Option Agreement" incorporated therein by reference, or such other
form or forms as the Board may approve from time to time.

"Optionee" means a person who has been granted one or more Options.

"Parent Corporation" means any present or future "parent corporation" of the
Company, as defined in Section 424(e) of the Code.

"Participating Company" means the Company or any Parent Corporation or
Subsidiary Corporation.

"Participating Company Group" means, at any point in time, all corporations
collectively which are then Participating Companies.

"Rule 16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to
time, or any successor rule or regulation.

"Securities Act" means the Securities Act of 1933, as amended.

"Service" means an Optionee's employment or service with the Participating
Company Group, whether in the capacity of an Employee, a Director or a
Consultant. An Optionee's Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Optionee renders Service to the
Participating Company Group or a change in the Participating Company for which
the Optionee renders such Service, provided that there is no interruption or
termination of the Optionee's Service. Furthermore, an Optionee's Service with
the Participating Company Group shall not be deemed to have terminated if the
Optionee takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company; provided, however, that if any such leave
exceeds ninety (90) days, on the ninety-first (91st) day of such leave the
Optionee's Service shall be deemed to have terminated unless the Optionee's
right to return to Service with the Participating Company Group is guaranteed by
statute or contract. Notwithstanding the foregoing, unless otherwise designated
by the Company or required by law, a leave of absence shall not be treated as
Service for purposes of determining vesting under the Optionee's Option
Agreement. The Optionee's Service shall be deemed to have terminated either upon
an actual termination of Service or upon the corporation for which the Optionee
performs Service ceasing to be a Participating Company. Subject to the
foregoing, the Company, in its discretion, shall determine whether the
Optionee's Service has terminated and the effective date of such termination.

"Stock" means the common stock of the Company, par value $0.000001, as adjusted
from time to time in accordance with Section 4.2.

"Subsidiary Corporation" means any present or future "subsidiary corporation" of
the Company, as defined in Section 424(f) of the Code.

"Ten Percent Owner Optionee" means an Optionee who, at the time an Option is
granted to the Optionee, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of a Participating
Company within the meaning of Section 422(b)(6) of the Code.

         Construction. Captions and titles contained herein are for convenience
                  only and shall not affect the meaning or interpretation of any
                  provision of the Plan. Except when otherwise indicated by the
                  context, the singular shall include the plural and the plural
                  shall include the singular. Use of the term "or" is not
                  intended to be exclusive, unless the context clearly requires
                  otherwise.


Administration.

         Administration by the Board. The Plan shall be administered by the
                  Board. All questions of interpretation of the Plan or of any
                  Option shall be determined by the Board, and such
                  determinations shall be final and binding upon all persons
                  having an interest in the Plan or such Option.

         Authority of Officers. Any Officer shall have the authority to act on
                  behalf of the Company with respect to any matter, right,
                  obligation, determination or election which is the
                  responsibility of or which is allocated to the Company herein,
                  provided the Officer has apparent authority with respect to
                  such matter, right, obligation, determination or election.

         Powers of the Board. In addition to any other powers set forth in the
                  Plan and subject to the provisions of the Plan, the Board
                  shall have the full and final power and authority, in its
                  discretion:

to determine the persons to whom, and the time or times at which, Options shall
be granted and the number of shares of Stock to be subject to each Option;
<PAGE>

to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

to determine the Fair Market Value of shares of Stock or other property;

to determine the terms, conditions and restrictions applicable to each Option
(which need not be identical) and any shares acquired upon the exercise thereof,
including, without limitation, (i) the exercise price of the Option, (ii) the
method of payment for shares purchased upon the exercise of the Option, (iii)
the method for satisfaction of any tax withholding obligation arising in
connection with the Option or such shares, including by the withholding or
delivery of shares of stock, (iv) the timing, terms and conditions of the
exercisability of the Option or the vesting of any shares acquired upon the
exercise thereof, (v) the time of the expiration of the Option, (vi) the effect
of the Optionee's termination of Service with the Participating Company Group on
any of the foregoing, and (vii) all other terms, conditions and restrictions
applicable to the Option or such shares not inconsistent with the terms of the
Plan;

to approve one or more forms of Option Agreement;

to amend, modify, extend, cancel or renew any Option or to waive any
restrictions or conditions applicable to any Option or any shares acquired upon
the exercise thereof;

to accelerate, continue, extend or defer the exercisability of any Option or the
vesting of any shares acquired upon the exercise thereof, including with respect
to the period following an Optionee's termination of Service with the
Participating Company Group;

to prescribe, amend or rescind rules, guidelines and policies relating to the
Plan, or to adopt supplements to, or alternative versions of, the Plan,
including, without limitation, as the Board deems necessary or desirable to
comply with the laws of, or to accommodate the tax policy or custom of, foreign
jurisdictions whose citizens may be granted Options; and

to correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Option Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Option as the Board may deem
advisable to the extent not inconsistent with the provisions of the Plan or
applicable law.

         Administration with Respect to Insiders. With respect to participation
                  by Insiders in the Plan, at any time that any class of equity
                  security of the Company is registered pursuant to Section 12
                  of the Exchange Act, the Plan shall be administered in
                  compliance with the requirements, if any, of Rule 16b-3.



         Indemnification. In addition to such other rights of indemnification as
                  they may have as members of the Board or officers or employees
                  of the Participating Company Group, members of the Board and
                  any officers or employees of the Participating Company Group
                  to whom authority to act for the Board or the Company is
                  delegated shall be indemnified by the Company against all
                  reasonable expenses, including attorneys' fees, actually and
                  necessarily incurred in connection with the defense of any
                  action, suit or proceeding, or in connection with any appeal
                  therein, to which they or any of them may be a party by reason
                  of any action taken or failure to act under or in connection
                  with the Plan, or any right granted hereunder, and against all
                  amounts paid by them in settlement thereof (provided such
                  settlement is approved by independent legal counsel selected
                  by the Company) 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 adjudged in such action, suit
                  or proceeding that such person is liable for gross negligence,
                  bad faith or intentional misconduct in duties; provided,
                  however, that within sixty (60) days after the institution of
                  such action, suit or proceeding, such person shall offer to
                  the Company, in writing, the opportunity at its own expense to
                  handle and defend the same.
<PAGE>

Shares Subject to Plan.

         Maximum  Number of Shares Issuable. Subject to adjustment as provided
                  in Section 4.2, the maximum aggregate number of shares of
                  Stock that may be issued under the Plan shall be Two Million
                  (2,000,000) and shall consist of authorized but unissued or
                  reacquired shares of Stock or any combination thereof. If an
                  outstanding Option for any reason expires or is terminated or
                  canceled or if shares of Stock are acquired upon the exercise
                  of an Option subject to a Company repurchase option and are
                  repurchased by the Company at the Optionee's exercise price,
                  the shares of Stock allocable to the unexercised portion of
                  such Option or such repurchased shares of Stock shall again be
                  available for issuance under the Plan. However, except as
                  adjusted pursuant to Section 4.2, in no event shall more than
                  Two Million (2,000,000) shares of Stock be available for
                  issuance pursuant to the exercise of Incentive Stock Options
                  (the "ISO Share Issuance Limit"). Notwithstanding the
                  foregoing, at any such time as the offer and sale of
                  securities pursuant to the Plan is subject to compliance with
                  Section 260.140.45 of Title 10 of the California Code of
                  Regulations ("Section 260.140.45"), the total number of shares
                  of Stock issuable upon the exercise of all outstanding Options
                  (together with options outstanding under any other stock
                  option plan of the Company) and the total number of shares
                  provided for under any stock bonus or similar plan of the
                  Company shall not exceed thirty percent (30%) (or such other
                  higher percentage limitation as may be approved by the
                  shareholders of the Company pursuant to Section 260.140.45) of
                  the then outstanding shares of the Company as calculated in
                  accordance with the conditions and exclusions of Section
                  260.140.45.

         Adjustments for Changes in Capital Structure. In the event of any stock
                  dividend, stock split, reverse stock split, recapitalization,
                  combination, reclassification or similar change in the capital
                  structure of the Company, appropriate adjustments shall be
                  made in the number and class of shares subject to the Plan and
                  to any outstanding Options, in the ISO Share Issuance Limit
                  set forth in Section 4.1, and in the exercise price per share
                  of any outstanding Options. If a majority of the shares which
                  are of the same class as the shares that are subject to
                  outstanding Options are exchanged for, converted into, or
                  otherwise become (whether or not pursuant to an Ownership
                  Change Event, as defined in Section 8.1) shares of another
                  corporation (the "New Shares"), the Board may unilaterally
                  amend the outstanding Options to provide that such Options are
                  exercisable for New Shares. In the event of any such
                  amendment, the number of shares subject to, and the exercise
                  price per share of, the outstanding Options shall be adjusted
                  in a fair and equitable manner as determined by the Board, in
                  its discretion. Notwithstanding the foregoing, any fractional
                  share resulting from an adjustment pursuant to this Section
                  4.2 shall be rounded down to the nearest whole number, and in
                  no event may the exercise price of any Option be decreased to
                  an amount less than the par value, if any, of the stock
                  subject to the Option. The adjustments determined by the Board
                  pursuant to this Section 4.2 shall be final, binding and
                  conclusive.

Eligibility and Option Limitations.

         Persons Eligible for Options. Options may be granted only to
                  Employees, Consultants, and Directors. For purposes of the
                  foregoing sentence, "Employees," "Consultants" and "Directors"
                  shall include prospective Employees, prospective Consultants
                  and prospective Directors to whom Options are granted in
                  connection with written offers of an employment or other
                  service relationship with the Participating Company Group.
                  Eligible persons may be granted more than one (1) Option.
                  However, eligibility in accordance with this Section shall not
                  entitle any person to be granted an Option, or, having been
                  granted an Option, to be granted an additional Option.

         Option Grant Restrictions. Any person who is not an Employee on the
                  effective date of the grant of an Option to such person may be
                  granted only a Nonstatutory Stock Option. An Incentive Stock
                  Option granted to a prospective Employee upon the condition
                  that such person become an Employee shall be deemed granted
                  effective on the date such person commences Service with a
                  Participating Company, with an exercise price determined as of
                  such date in accordance with Section 6.1.

         Fair Market Value Limitation. To the extent that options designated
                  as Incentive Stock Options (granted under all stock option
                  plans of the Participating Company Group, including the Plan)
                  become exercisable by an Optionee for the first time during
                  any calendar year for stock having a Fair Market Value greater
                  than One Hundred Thousand Dollars ($100,000), the portions of
                  such options which exceed such amount shall be treated as
                  Nonstatutory Stock Options. For purposes of this Section 5.3,
                  options designated as Incentive Stock Options shall be taken
                  into account in the order in which they were granted, and the
                  Fair Market Value of stock shall be determined as of the time
                  the option with respect to such stock is granted. If the Code
                  is amended to provide for a different limitation from that set
                  forth in this Section 5.3, such different limitation shall be
                  deemed incorporated herein effective as of the date and with
                  respect to such Options as required or permitted by such
                  amendment to the Code. If an Option is treated as an Incentive
                  Stock Option in part and as a Nonstatutory Stock Option in
                  part by reason of the limitation set forth in this Section
                  5.3, the Optionee may designate which portion of such Option
                  the Optionee is exercising. In the absence of such
                  designation, the Optionee shall be deemed to have exercised
                  the Incentive Stock Option portion of the Option first.
                  Separate certificates representing each such portion shall be
                  issued upon the exercise of the Option.
<PAGE>

Terms and Conditions of Options.

                  Options shall be evidenced by Option Agreements specifying the
number of shares of Stock covered thereby, in such form as the Board shall from
time to time establish. No Option or purported Option shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Option
Agreement. Option Agreements may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and
conditions:

         Exercise Price. The exercise price for each Option shall be established
                  in the discretion of the Board; provided, however, that (a)
                  the exercise price per share for an Incentive Stock Option
                  shall be not less than the Fair Market Value of a share of
                  Stock on the effective date of grant of the Option, (b) the
                  exercise price per share for a Nonstatutory Stock Option shall
                  be not less than eighty-five percent (85%) of the Fair Market
                  Value of a share of Stock on the effective date of grant of
                  the Option, and (c) no Option granted to a Ten Percent Owner
                  Optionee shall have an exercise price per share less than one
                  hundred ten percent (110%) of the Fair Market Value of a share
                  of Stock on the effective date of grant of the Option.
                  Notwithstanding the foregoing, an Option (whether an Incentive
                  Stock Option or a Nonstatutory Stock Option) may be granted
                  with an exercise price lower than the minimum exercise price
                  set forth above if such Option is granted pursuant to an
                  assumption or substitution for another option in a manner
                  qualifying under the provisions of Section 424(a) of the Code.

         Exercisability and Term of Options. Options shall be exercisable at
                  such time or times, or upon such event or events, and subject
                  to such terms, conditions, performance criteria and
                  restrictions as shall be determined by the Board and set forth
                  in the Option Agreement evidencing such Option; provided,
                  however, that (a) no Option shall be exercisable after the
                  expiration of ten (10) years after the effective date of grant
                  of such Option, (b) no Incentive Stock Option granted to a Ten
                  Percent Owner Optionee shall be exercisable after the
                  expiration of five (5) years after the effective date of grant
                  of such Option, (c) no Option granted to a prospective
                  Employee, prospective Consultant or prospective Director may
                  become exercisable prior to the date on which such person
                  commences Service with a Participating Company, and (d) with
                  the exception of an Option granted to an Officer, a Director
                  or a Consultant, no Option shall become exercisable at a rate
                  less than twenty percent (20%) per year over a period of five
                  (5) years from the effective date of grant of such Option,
                  subject to the Optionee's continued Service. Subject to the
                  foregoing, unless otherwise specified by the Board in the
                  grant of an Option, any Option granted hereunder shall
                  terminate ten (10) years after the effective date of grant of
                  the Option, unless earlier terminated in accordance with its
                  provisions.

         Payment of Exercise Price.

Forms of Consideration Authorized. Except as otherwise provided below, payment
of the exercise price for the number of shares of Stock being purchased pursuant
to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by
tender to the Company, or attestation to the ownership, of shares of Stock owned
by the Optionee having a Fair Market Value not less than the exercise price,
(iii) by delivery of a properly executed notice together with irrevocable
instructions to a broker providing for the assignment to the Company of the
proceeds of a sale or loan with respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation, through
an exercise complying with the provisions of Regulation T as promulgated from
time to time by the Board of Governors of the Federal Reserve System) (a
"Cashless Exercise"), (iv) provided that the Optionee is an Employee (unless
otherwise not prohibited by law, including, without limitation, any regulation
promulgated by the Board of Governors of the Federal Reserve System) and in the
Company's sole discretion at the time the Option is exercised, by delivery of
the Optionee's promissory note in a form approved by the Company for the
aggregate exercise price, provided that, if the Company is incorporated in the
State of Delaware, the Optionee shall pay in cash that portion of the aggregate
exercise price not less than the par value of the shares being acquired, (v) by
such other consideration as may be approved by the Board from time to time to
the extent permitted by applicable law, or (vi) by any combination thereof. The
Board may at any time or from time to time, by approval of or by amendment to
the standard forms of Option Agreement described in Section 7, or by other
means, grant Options which do not permit all of the foregoing forms of
consideration to be used in payment of the exercise price or which otherwise
restrict one or more forms of consideration.

Limitations on Forms of Consideration.

Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised
by tender to the Company, or attestation to the ownership, of shares of Stock to
the extent such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of the
Company's stock. Unless otherwise provided by the Board, an Option may not be
exercised by tender to the Company, or attestation to the ownership, of shares
of Stock unless such shares either have been owned by the Optionee for more than
six (6) months (and not used for another Option exercise by attestation during
such period) or were not acquired, directly or indirectly, from the Company.

Cashless Exercise. The Company reserves, at any and all times, the right, in the
Company's sole and absolute discretion, to establish, decline to approve or
terminate any program or procedures for the exercise of Options by means of a
Cashless Exercise.

Payment by Promissory Note. No promissory note shall be permitted if the
exercise of an Option using a promissory note would be a violation of any law.
Any permitted promissory note shall be on such terms as the Board shall
determine. The Board shall have the authority to permit or require the Optionee
to secure any promissory note used to exercise an Option with the shares of
Stock acquired upon the exercise of the Option or with other collateral
acceptable to the Company. Unless otherwise provided by the Board, if the
Company at any time is subject to the regulations promulgated by the Board of
Governors of the Federal Reserve System or any other governmental entity
affecting the extension of credit in connection with the Company's securities,
any promissory note shall comply with such applicable regulations, and the
Optionee shall pay the unpaid principal and accrued interest, if any, to the
extent necessary to comply with such applicable regulations.
<PAGE>

         Tax Withholding. The Company shall have the right, but not the
                  obligation, to deduct from the shares of Stock issuable upon
                  the exercise of an Option, or to accept from the Optionee the
                  tender of, a number of whole shares of Stock having a Fair
                  Market Value, as determined by the Company, equal to all or
                  any part of the federal, state, local and foreign taxes, if
                  any, required by law to be withheld by the Participating
                  Company Group with respect to such Option or the shares
                  acquired upon the exercise thereof. Alternatively or in
                  addition, in its discretion, the Company shall have the right
                  to require the Optionee, through payroll withholding, cash
                  payment or otherwise, including by means of a Cashless
                  Exercise, to make adequate provision for any such tax
                  withholding obligations of the Participating Company Group
                  arising in connection with the Option or the shares acquired
                  upon the exercise thereof. The Fair Market Value of any shares
                  of Stock withheld or tendered to satisfy any such tax
                  withholding obligations shall not exceed the amount determined
                  by the applicable minimum statutory withholding rates. The
                  Company shall have no obligation to deliver shares of Stock or
                  to release shares of Stock from an escrow established pursuant
                  to the Option Agreement until the Participating Company
                  Group's tax withholding obligations have been satisfied by the
                  Optionee.

         Repurchase Rights. Shares issued under the Plan may be subject to a
                  right of first refusal, one or more repurchase options, or
                  other conditions and restrictions as determined by the Board
                  in its discretion at the time the Option is granted. The
                  Company shall have the right to assign at any time any
                  repurchase right it may have, whether or not such right is
                  then exercisable, to one or more persons as may be selected by
                  the Company. Upon request by the Company, each Optionee shall
                  execute any agreement evidencing such transfer restrictions
                  prior to the receipt of shares of Stock hereunder and shall
                  promptly present to the Company any and all certificates
                  representing shares of Stock acquired hereunder for the
                  placement on such certificates of appropriate legends
                  evidencing any such transfer restrictions.

         Effect of Termination of Service.

Option Exercisability. Subject to earlier termination of the Option as otherwise
provided herein and unless otherwise provided by the Board in the grant of an
Option and set forth in the Option Agreement, an Option shall be exercisable
after an Optionee's termination of Service only during the applicable time
period determined in accordance with this Section 6.6 and thereafter shall
terminate:

Disability. If the Optionee's Service terminates because of the Disability of
the Optionee, the Option, to the extent unexercised and exercisable on the date
on which the Optionee's Service terminated, may be exercised by the Optionee (or
the Optionee's guardian or legal representative) at any time prior to the
expiration of twelve (12) months (or such longer period of time as determined by
the Board, in its discretion) after the date on which the Optionee's Service
terminated, but in any event no later than the date of expiration of the
Option's term as set forth in the Option Agreement evidencing such Option (the
"Option Expiration Date").

Death. If the Optionee's Service terminates because of the death of the
Optionee, the Option, to the extent unexercised and exercisable on the date on
which the Optionee's Service terminated, may be exercised by the Optionee's
legal representative or other person who acquired the right to exercise the
Option by reason of the Optionee's death at any time prior to the expiration of
twelve (12) months (or such longer period of time as determined by the Board, in
its discretion) after the date on which the Optionee's Service terminated, but
in any event no later than the Option Expiration Date. The Optionee's Service
shall be deemed to have terminated on account of death if the Optionee dies
within three (3) months (or such longer period of time as determined by the
Board, in its discretion) after the Optionee's termination of Service.

Termination After Change in Control. The Board may, in its discretion, provide
in any Option Agreement that if the Optionee's Service ceases as a result of
"Termination After Change in Control" (as defined in such Option Agreement),
then (1) the Option, to the extent unexercised and exercisable on the date on
which the Optionee's Service terminated, may be exercised by the Optionee (or
the Optionee's guardian or legal representative) at any time prior to the
expiration of six (6) months (or such longer period of time as determined by the
Board, in its discretion) after the date on which the Optionee's Service
terminated, but in any event no later than the Option Expiration Date, and (2)
the exercisability and vesting of the Option and any shares acquired upon the
exercise thereof shall be accelerated effective as of the date on which the
Optionee's Service terminated to such extent, if any, as shall have been
determined by the Board, in its discretion, and set forth in the Option
Agreement.

Other Termination of Service. If the Optionee's Service terminates for any
reason, except Disability, death or Termination After Change in Control, the
Option, to the extent unexercised and exercisable by the Optionee on the date on
which the Optionee's Service terminated, may be exercised by the Optionee at any
time prior to the expiration of three (3) months (or such longer period of time
as determined by the Board, in its discretion) after the date on which the
Optionee's Service terminated, but in any event no later than the Option
Expiration Date.

Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of an Option within the applicable time periods set forth in Section
6.6(a) is prevented by the provisions of Section 10 below, the Option shall
remain exercisable until three (3) months (or such longer period of time as
determined by the Board, in its discretion) after the date the Optionee is
notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.

Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing,
if a sale within the applicable time periods set forth in Section 6.6(a) of
shares acquired upon the exercise of the Option would subject the Optionee to
suit under Section 16(b) of the Exchange Act, the Option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following
the date on which a sale of such shares by the Optionee would no longer be
subject to such suit, (ii) the one hundred and ninetieth (190th) day after the
Optionee's termination of Service, or (iii) the Option Expiration Date.


<PAGE>

         Transferability of Options. During the lifetime of the Optionee, an
                  Option shall be exercisable only by the Optionee or the
                  Optionee's guardian or legal representative. No Option shall
                  be assignable or transferable by the Optionee, except by will
                  or by the laws of descent and distribution. Notwithstanding
                  the foregoing, to the extent permitted by the Board, in its
                  discretion, and set forth in the Option Agreement evidencing
                  such Option, a Nonstatutory Stock Option shall be assignable
                  or transferable subject to the applicable limitations, if any,
                  described in Section 260.140.41 of Title 10 of the California
                  Code of Regulations, Rule 701 under the Securities Act, and
                  the General Instructions to Form S-8 Registration Statement
                  under the Securities Act.

Standard Forms of Option Agreement.

         Option Agreement. Unless otherwise provided by the Board at the time
                  the Option is granted, an Option shall comply with and be
                  subject to the terms and conditions set forth in the form of
                  Option Agreement approved by the Board concurrently with its
                  adoption of the Plan and as amended from time to time.

         Authority to Vary Terms. The Board shall have the authority from time
                  to time to vary the terms of any standard form of Option
                  Agreement described in this Section 7 either in connection
                  with the grant or amendment of an individual Option or in
                  connection with the authorization of a new standard form or
                  forms; provided, however, that the terms and conditions of any
                  such new, revised or amended standard form or forms of Option
                  Agreement are not inconsistent with the terms of the Plan.
                  Such authority shall include, but not by way of limitation,
                  the authority to grant Options which are immediately
                  exercisable subject to the Company's right to repurchase any
                  unvested shares of Stock acquired by an Optionee upon the
                  exercise of an Option in the event such Optionee's employment
                  or service with the Company is terminated for any reason, with
                  or without cause. Such authority shall also include, but not
                  be way of limitation, the authority to grant Options which are
                  not immediately exercisable.

Change in Control.

         Definitions.

An "Ownership Change Event" shall be deemed to have occurred if any of the
following occurs with respect to the Company: (i) the direct or indirect sale or
exchange in a single or series of related transactions by the shareholders of
the Company of more than fifty percent (50%) of the voting stock of the Company;
(ii) a merger or consolidation in which the Company is a party; (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company;
or (iv) a liquidation or dissolution of the Company.

A "Change in Control" shall mean an Ownership Change Event or a series of
related Ownership Change Events (collectively, a "Transaction") wherein the
shareholders of the Company immediately before the Transaction do not retain
immediately after the Transaction, in substantially the same proportions as
their ownership of shares of the Company's voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting securities of
the Company or, in the case of a Transaction described in Section 8.1(a)(iii),
the corporation or other business entity to which the assets of the Company were
transferred (the "Transferee"), as the case may be. For purposes of the
preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one
or more corporations or other business entities which own the Company or the
Transferee, as the case may be, either directly or through one or more
subsidiary corporations or other business entities. The Board shall have the
right to determine whether multiple sales or exchanges of the voting securities
of the Company or multiple Ownership Change Events are related, and its
determination shall be final, binding and conclusive.

         Effect of Change in Control on Options. In the event of a Change in
                  Control, the surviving, continuing, successor, or purchasing
                  corporation or other business entity or parent thereof, as the
                  case may be (the "Acquiring Corporation"), may, without the
                  consent of any Optionee, either assume the Company's rights
                  and obligations under outstanding Options or substitute for
                  outstanding Options substantially equivalent options for the
                  Acquiring Corporation's stock. In the event the Acquiring
                  Corporation elects not to assume or substitute for outstanding
                  Options in connection with a Change in Control, the
                  exercisability and vesting of each such outstanding Option and
                  any shares acquired upon the exercise thereof held by
                  Optionees whose Service has not terminated prior to such date
                  may be accelerated, effective as of the date ten (10) days
                  prior to the date of the Change in Control, to such extent, if
                  any, as shall have been determined by the Board, in its
                  discretion, and set forth in the Option Agreement evidencing
                  such Option. The exercise or vesting of any Option and any
                  shares acquired upon the exercise thereof that was permissible
                  solely by reason of this Section 8.2 and the provisions of
                  such Option Agreement shall be conditioned upon the
                  consummation of the Change in Control. Any Options which are
                  neither assumed or substituted for by the Acquiring
                  Corporation in connection with the Change in Control nor
                  exercised as of the date of the Change in Control shall
                  terminate and cease to be outstanding effective as of the date
                  of the Change in Control. Notwithstanding the foregoing,
                  shares acquired upon exercise of an Option prior to the Change
                  in Control and any consideration received pursuant to the
                  Change in Control with respect to such shares shall continue
                  to be subject to all applicable provisions of the Option
                  Agreement evidencing such Option except as otherwise provided
                  in such Option Agreement. Furthermore, notwithstanding the
                  foregoing, if the corporation the stock of which is subject to
                  the outstanding Options immediately prior to an Ownership
                  Change Event described in Section 8.1(a)(i) constituting a
                  Change in Control is the surviving or continuing corporation
                  and immediately after such Ownership Change Event less than
                  fifty percent (50%) of the total combined voting power of its
                  voting stock is held by another corporation or by other
                  corporations that are members of an affiliated group within
                  the meaning of Section 1504(a) of the Code without regard to
                  the provisions of Section 1504(b) of the Code, the outstanding
                  Options shall not terminate unless the Board otherwise
                  provides in its discretion.
<PAGE>

Provision of Information.

                  At least annually, copies of the Company's balance sheet and
income statement for the just completed fiscal year shall be made available to
each Optionee and purchaser of shares of Stock upon the exercise of an Option.
The Company shall not be required to provide such information to key employees
whose duties in connection with the Company assure them access to equivalent
information. Furthermore, the Company shall deliver to each Optionee such
disclosures as are required in accordance with Rule 701 under the Securities
Act.

Compliance with Securities Law.

                  The grant of Options and the issuance of shares of Stock upon
exercise of Options shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities.
Options may not be exercised if the issuance of shares of Stock upon exercise
would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Stock may then be listed. In addition,
no Option may be exercised unless (a) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with
respect to the shares issuable upon exercise of the Option or (b) in the opinion
of legal counsel to the Company, the shares issuable upon exercise of the Option
may be issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company's legal 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. As a condition to the exercise of any
Option, the Company may require the Optionee to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

Termination or Amendment of Plan.

                  The Board may terminate or amend the Plan at any time.
However, subject to changes in applicable law, regulations or rules that would
permit otherwise, without the approval of the Company's shareholders, there
shall be (a) no increase in the maximum aggregate number of shares of Stock that
may be issued under the Plan (except by operation of the provisions of Section
4.2), (b) no change in the class of persons eligible to receive Incentive Stock
Options, and (c) no other amendment of the Plan that would require approval of
the Company's shareholders under any applicable law, regulation or rule. No
termination or amendment of the Plan shall affect any then outstanding Option
unless expressly provided by the Board. In any event, no termination or
amendment of the Plan may adversely affect any then outstanding Option without
the consent of the Optionee, unless such termination or amendment is required to
enable an Option designated as an Incentive Stock Option to qualify as an
Incentive Stock Option or is necessary to comply with any applicable law,
regulation or rule.

Shareholder Approval.

                  The Plan or any increase in the maximum aggregate number of
shares of Stock issuable thereunder as provided in Section 4.1 (the "Authorized
Shares") shall be approved by the shareholders of the Company within twelve (12)
months of the date of adoption thereof by the Board. Options granted prior to
shareholder approval of the Plan or in excess of the Authorized Shares
previously approved by the shareholders shall become exercisable no earlier than
the date of shareholder approval of the Plan or such increase in the Authorized
Shares, as the case may be.
<PAGE>

         IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing sets forth the Parentech, Inc. 2001 Stock Option Plan as duly
adopted by the Board on August 5, 2001.



                                     ------------------------------------
                                     Daniel P. Beharry, Secretary