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                                                                     EXHIBIT 4.9

                                WAVE OPTICS, INC.
                             1997 SHARE OPTION PLAN
                     (as amended and restated July 1, 1997)

1.      PURPOSE

        This 1997 Share Option Plan (the "Plan") is intended to reward past
service by, increase incentive for and encourage ordinary share ownership on the
part of selected key employees of, and consultants retained by, Wave Optics,
Inc. (the "Corporation") or other corporations which are or become subsidiaries
of the Corporation. It is also the purpose of the Plan to provide such employees
and consultants with a proprietary interest, or increase their proprietary
interest, in the Corporation and its subsidiaries, and to encourage them to
continue in the employ of or to be retained by the Corporation or the
subsidiaries. It is intended that certain options granted pursuant to the Plan
shall constitute incentive share options ("incentive share options") within the
meaning of Section 422 of the Internal Revenue Code of 1986 (the "Code"), and
that certain options granted pursuant to the Plan shall not constitute incentive
share options ("non-qualified share options"). The word "subsidiaries" as used
in the Plan shall mean corporations in which the Corporation owns, directly or
indirectly, more than 50% of the voting shares, in accordance with Section
424(f) of the Code.

2.      SHARES

        The shares subject to the Plan shall be the shares of the Corporation's
authorized but unissued ordinary shares of S$0.01 each in the capital of the
Corporation ("Shares"). The aggregate number of shares which may be issued under
the Plan shall not exceed 75,000, subject to such adjustments as may be required
pursuant to Section 6 hereof. In the event that any outstanding option under the
Plan shall expire or be terminated for any reason, the Shares allocated to the
unexercised portion of such option shall again become available to be made
subject to an option under the Plan.

3.      ADMINISTRATION

        The Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Corporation (the "Board"). The Board shall be
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it may deem appropriate for the proper administration of the
Plan, and to make such determinations under, and such interpretations of, and to
take such steps in connection with, the Plan or the options granted thereunder
as it may deem necessary or advisable. The interpretation and construction by
the Board of any provisions of the Plan or any option granted pursuant thereto
shall be final, binding and conclusive. No member of the Board shall be liable
for any action, failure to act, determination or interpretation made in good
faith with respect to the Plan or any transaction thereunder.

        Notwithstanding the foregoing, the Board shall have the authority to
delegate its duty to administer the Plan to a committee of the Board appointed
by the Board. In addition, as of the date of the first registration of an equity
security of the Corporation under Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act"), the Plan shall be administered in such manner as the
Board shall determine in order to assure that the Plan complies with Rule 16b-3
of

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the Securities and Exchange Commission ("Rule 16b-3") if the Board shall deem
such compliance necessary or advisable. Any committee charged with
administration of the Plan shall have all the powers and protections authorized
to the Board under the Plan, except those powers set forth in Section 14 hereof,
until the Board shall decide otherwise.

4.      ELIGIBILITY AND AWARD OF OPTIONS

        The Board shall have full and final authority in its discretion, at any
time and from time to time, to grant or authorize the granting of options to
such officers and other key employees of and consultants retained by the
Corporation or its subsidiaries, including members of the Board, as it may
select, and for such numbers of shares as it shall designate; provided, however,
that, notwithstanding any other provision hereof, no member of the Board shall
take any action with respect to his or her participation in the Plan, in
accordance with Section 310(a)(2) of the California General Corporation Law (the
"Law"). In no event, however, may any consultant participate in the Plan if such
participation is (a) prohibited, or (b) restricted (either absolutely or subject
to various securities requirements whether legal or administrative, being
complied with), in the jurisdiction in which such consultant is resident under
the relevant securities laws of that jurisdiction. Provided always that in the
case of (b) above, the relevant consultant's participation in the Plan may be
effected at the absolute discretion of the Committee if compliance with the
relevant securities requirements of the jurisdiction in which such consultant is
resident is not impractical (having regard to the nature of those requirements)
and would not involve undue expense. The Board shall have full and final
authority in its discretion to determine, in the case of officers and other key
employees, whether such options shall be incentive share options or
non-qualified share options and whether incentive share options and
non-qualified share options shall be awarded pursuant to separate grants or in
conjunction. However, the aggregate fair market value (determined as of the date
on which the option is granted) of the Shares with respect to which incentive
share options granted to an officer or other key employee may be exercisable for
the first time by such individual during any calendar year (under all incentive
share option plans of his or her employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. Persons selected by the
Board who are prospective employees of or consultants retained by the
Corporation or its subsidiaries shall be eligible to receive non-qualified share
options; provided, however, that, in the case of prospective employees, such
options shall be subject to such persons' becoming employees, of the Corporation
or its subsidiaries. All options granted under the Plan shall be subject to the
Corporation's receipt of adequate consideration in accordance with Section 409
of the Law.

        The date on which an option shall be granted shall be the date of the
Board's authorization of such grant or such later date as may be determined by
the Board at the time such grant is authorized. Any individual may hold more
than one option.

5.      TERMS AND CONDITIONS OF OPTIONS

        Share options granted pursuant to the Plan shall be evidenced by
agreements in such form as the Board shall determine, which agreements shall
comply with the following terms and conditions:

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        (A)    Optionee's Retention or Employment

               Each option agreement shall state that it shall not be construed
as granting an optionee who is a consultant any right to continued retention by
or employment with, or an optionee who is or becomes an employee any right to
continued employment with, the Corporation or any subsidiary and that, subject
to any written retention or employment agreement between the optionee and the
Corporation or any subsidiary, such retention and employment shall be terminable
at will by the Corporation or such subsidiary.

        (B)    Number of Shares

               Each option agreement shall state the number of the Shares to
which the option pertains.

        (C)    Option Price

               Each option agreement shall state the option price per share,
which shall be not less than 85%, in the case of a non-qualified share option,
and 100%, in the case of an incentive share option, of the fair market value of
a Share on the date the option is granted. Notwithstanding the foregoing, the
option price per share of any option, whether incentive or non-qualified,
granted to a person who, on the date of such grant and in accordance with
Section 424(d) of the Code, owns shares possessing more than 10% of the total
combined voting power of all classes of shares of the Corporation (or of its
parent or subsidiary corporation) shall be not less than 110% of the fair market
value of a Share on the date the option is granted. In no event may the exercise
price be less than the par value of a Share. Fair market value shall mean (i)
the average of the closing bid and asked prices of the Shares quoted in the
Over-The-Counter Market Summary or the closing price quoted on any exchange on
which the Shares is listed, whichever is applicable, as published in the Western
Edition of The Wall Street Journal for the date an option is granted or, if no
report is available for such date, for the next preceding date for which such a
report is available; or (ii) if the Shares is not traded Over-The-Counter or on
an exchange, the amount determined in good faith by the Board for the date an
option is granted by applying the rules and principles of valuation set forth in
Treasury Regulation Section 20.2031-2, relating to the valuation of shares for
purposes of Section 2031 of the Code.

        (D)    Medium and Time of Payment

               The option price shall be payable upon the exercise of an option
in legal tender of the United States (in cash or by certified check). Upon
receipt of payment, the Corporation shall promptly deliver to the optionee (or
the person entitled to exercise the option) a certificate or certificates for
the Shares to which the option pertains.

        (E)    Term and Exercise of Option

               Each option shall state the time or times when it becomes
exercisable and, subject to the other provisions of the Plan, the time or times
when it expires, both of which provisions shall be determined by the Board;
provided, however, that each option shall become exercisable at the rate of at
least twenty (20) percent per year over five (5) years from the date the option
is

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granted. To the extent that an option has become exercisable, it may be
exercised in whole or in such lesser amount as authorized by the option
agreement. If exercised in part, the unexercised portion of an option shall
continue to be held by the optionee and may thereafter be exercised as provided
in the option agreement and herein. Notwithstanding any other provision of the
Plan, (i) no option granted to an employee under the Plan shall be exercisable
after the expiration of ten (10) years from the date of its grant, and no option
granted to a consultant under the Plan shall be exercisable after the expiration
of five (5) years from the date of its grant and (ii) no incentive share option
granted under the Plan to a person who, on the date of such grant and in
accordance with Section 424(d) of the Code, owns shares possessing more than 10%
of the total combined voting power of all classes of shares of the Corporation
(or of its parent or subsidiary corporation) shall be exercisable after the
expiration of five (5) years from the date of its grant.

        (F) Termination of Employment or Retention

            (i) If an optionee who is an employee shall cease to be employed, or
an optionee who is a consultant shall cease to be retained (other than to become
an employee), by the Corporation and any of its subsidiaries for any reason
other than death or disability, his or her option may be exercised within a
period, determined by the Board and set forth in the relevant option agreement,
not shorter than thirty (30) days or longer than ninety (90) days after the date
of such cessation of employment or retention, as the case may be, but only to
the extent such option was exercisable under the terms of such option agreement
on such date.

            (ii) If an optionee who is an employee shall cease to be employed,
or an optionee who is a consultant shall cease to be retained, by the
Corporation and any of its subsidiaries by reason of disability, his or her
option may be exercised within a period, determined by the Board and set forth
in the relevant option agreement, not shorter than six (6) months or longer than
one (1) year after the date of such cessation of employment or retention, as the
case may be, but only to the extent such option was exercisable under the terms
of such option agreement on such date.

            (iii) If an optionee should die while in the employ of, or while
retained by, the Corporation or any subsidiary or within the period not shorter
than thirty (30) days or longer than ninety (90) days or not shorter than six
(6) months or longer than one (1) year referred to above, whichever is
applicable, his or her option may be exercised, to the extent it was exercisable
under the terms of the relevant option agreement immediately prior to the
optionee's death, at any time within a period, determined by the Board and set
forth in such option agreement, not shorter than six (6) months or longer than
one (1) year after the optionee's death by the optionee's executors or
administrators or the person or persons to whom the option is transferred by
will or by the applicable laws of descent and distribution. No transfer of an
option by the optionee by will or by the applicable laws of descent and
distribution shall be effective unless the Corporation shall have been furnished
with written notice thereof, and such other evidence as the Board may deem
necessary to establish the validity of the transfer and the acceptance of the
transferee or transferees of the terms and conditions of the option, and to
establish compliance with any laws or regulations pertaining thereto.

        Disability shall mean an optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected

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to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months, in accordance with
Section 22(e)(3) of the Code.

        (G) Other Provisions

            The option agreements authorized under the Plan shall contain such
other provisions, including, without limitation, restrictions upon the exercise
of the option, restrictions on the transferability and/or right to retain the
Shares received upon the exercise of options, and restrictions required by any
applicable securities laws, as the Board shall deem advisable. Each optionee
shall receive copies of the Corporation's financial statements on an annual
basis.

6.      CHANGES IN CAPITALIZATION, REORGANIZATIONS AND OTHER EVENTS

        Subject to any action by the shareholders of the Corporation required by
law, the number of the Shares covered by the Plan and each outstanding option,
and the price per share thereof, shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding Shares resulting
from a subdivision or consolidation of shares or the payment of a share dividend
(but only on the Shares) or any other increase or decrease in the number of such
shares effected without the receipt of consideration by the Corporation;
provided, however, that no such adjustment shall result in the issuance of any
fractional shares. The issuance of the Shares upon the conversion of convertible
securities shall be treated as an issuance for which the Corporation receives
consideration for this purpose. Adjustments pursuant to this paragraph shall be
made by the Board, whose determinations shall be final, binding and conclusive.

        A dissolution or liquidation of the Corporation shall cause each
outstanding option to terminate. A merger or consolidation in which the
Corporation is not the surviving corporation shall affect each outstanding
option in the manner set forth in the applicable option agreement.

        The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets.

7.      NONASSIGNABILITY

        No option granted under the Plan shall be assignable or transferable by
an optionee except by will or the laws of descent and distribution. An option
granted under the Plan shall be exercisable, during the optionee's lifetime,
only by the optionee.

8.      NO OBLIGATION TO EXERCISE OPTION

        The granting of an option shall impose no obligation upon the optionee
or a transferee of the optionee to exercise such option.

9.      RIGHTS AS A SHAREHOLDER

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        An optionee or a transferee of an optionee shall have no rights as a
shareholder with respect to any shares covered by his or her option until the
date of the allotment and issuance of such shares to the optionee/transferee and
upon his or her registration as the registered holder of such shares in the
Branch Register of Members. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such share certificate is issued, except as provided in Section 6.

10.     MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

        Subject to the terms and conditions and within the limitations of the
Plan, the Board may modify, extend or renew the exercisability of outstanding
options granted under the Plan. Furthermore, the Board may, subject to any
applicable provisions of the Plan, upon the cancellation of previously granted
higher priced options, regrant options at a lower price. Notwithstanding the
foregoing, however, no modification or cancellation and regrant of an option
shall, without the written consent of the optionee, alter or impair any rights
or obligations under any option theretofore granted under the Plan.

11.     USE OF PROCEEDS

        The proceeds received from the sale of the Shares pursuant to the
exercise of options granted under the Plan shall be used for general corporate
purposes.

12.     APPROVAL OF SHAREHOLDERS

        Options granted under the Plan shall be subject to approval of the Plan
by the shareholders in accordance with Section 422 of the Code. No option
granted hereunder may become exercisable unless and until such approval is
obtained. In the event an equity security of the Corporation is registered under
Section 12 of the Exchange Act, the Plan shall again be submitted for approval
by the shareholders, for purposes of Rule 16b-3 and in accordance with the
provisions of such Rule, if the Board shall deem compliance with such Rule
necessary or advisable.

13.     TERM OF PLAN

        The Plan is effective June 1, 1997 and, unless terminated sooner
pursuant to Section 14, shall remain in effect until the earlier of the close of
business on May 31, 2007 or when all the Shares subject to or which may become
subject to the Plan have been issued upon the exercise of options granted under
the Plan.

14.     TERMINATION OR AMENDMENT OF THE PLAN

        The Board may from time to time suspend, discontinue or terminate the
Plan or revise or amend it in any respect whatsoever; provided, however, that no
such action of the Board shall:


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        (A)    without the consent of the optionee, alter or impair any rights
               or obligations under any option theretofore granted under the
               Plan;

        (B)    without the approval of the shareholders of the Corporation in
               accordance with Section 422(b)(1) of the Code, increase the
               aggregate number of the Shares which may be issued under options
               granted under the Plan (except as may be effected pursuant to the
               provisions of Section 6);

        (C)    without the approval of the shareholders of the Corporation in
               accordance with Section 422(b)(1) of the Code, change the
               designation of the employees or class of employees eligible to
               receive incentive share options under the Plan;

        (D)    as of the date of the first registration of an equity security of
               the Corporation under Section 12 of the Exchange Act and if the
               Board shall deem compliance with Rule 16b-3 necessary or
               advisable, without the approval of the shareholders of the
               Corporation for purposes of Rule 16b-3 and in accordance with the
               provisions of such Rule, materially increase the benefits
               accruing to participants under the Plan, materially increase the
               number of securities which may be issued under the Plan or
               materially modify the requirements as to eligibility for
               participation in the Plan; or

        (E)    without such approval by the shareholders of the Corporation as
               shall be necessary in the opinion of counsel, otherwise amend or
               modify the Plan.

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               THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS
AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY
SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS
OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


                                WAVE OPTICS, INC.
                        INCENTIVE SHARE OPTION AGREEMENT


        THIS AGREEMENT, by and between Wave Optics, Inc., a California
corporation (hereinafter called the "Corporation"), and _______________
(hereinafter called the "Optionee"), is made as of the _______________.

                                   WITNESSETH:
        WHEREAS, the Corporation has a 1997 Share Option Plan (hereinafter
called the "Plan"), providing for the granting of share options to employees of
the Corporation and its subsidiaries (as defined in the Plan), some of which
options are intended to be incentive share options (hereinafter referred to as
"incentive share options") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), to purchase ordinary shares of
S$0.01 each in the capital of the Corporation (the "Shares"); and

        WHEREAS, the Board of Directors of the Corporation (the "Board") has
authorized the granting of an incentive share option to the Optionee on the date
of this Agreement, thereby allowing the Optionee to acquire a proprietary
interest in the Corporation in order that said Optionee will have a further
incentive for continuing to be retained by and increasing his or her efforts on
behalf of the Corporation and its subsidiaries.

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
hereinafter set forth and the sum of $1.00 paid by the option holder to the
Corporation (the receipt, adequacy and sufficiency of which the Corporation
herby acknowledges), the parties hereto hereby agree as follows:

1. The Corporation hereby grants to the Optionee, as a separate incentive and
not in lieu of any fees or other compensation for his or her services, an
incentive share option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _______________ shares of authorized
but unissued Shares, at the exercise price set forth in paragraph 2 of this
Agreement.

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2. The exercise price per share (the "Option Price") shall be $_______________,
which is not less than the fair market value per Share on the date of this
Agreement. The Option Price shall be payable in legal tender of the United
States (in cash or by certified check).

3. The number and class of shares specified in paragraph 1 above, and/or the
Option Price, are subject to appropriate adjustment in the event of certain
changes in the shares of the Corporation as set forth in the Plan. A dissolution
or liquidation of the Corporation, a merger or consolidation in which the
Corporation is not the surviving corporation, or a change in control of the
Corporation will cause the option granted hereunder to terminate, unless and
except to the extent that the agreement effecting the merger, consolidation or
change in control shall provide that the option shall continue in effect;
provided that the Optionee shall be given thirty (30) days' (or, if less, the
maximum practicable) prior written notice of an such event and, prior to such
event shall have the right to exercise the option granted hereunder, in whole or
in part, to the extent permitted under paragraph 4 below. For purposes of this
Agreement, a change in control of the Corporation shall be deemed to have
occurred whenever any of the following occurs with respect to the Corporation:
(i) the direct or indirect sale or exchange in a single transaction or series of
related transactions by the shareholders of the Corporation of more than fifty
percent (50%) of the voting shares of the Corporation; (ii) a merger or
consolidation in which the Corporation is a party; or (iii) the sale, exchange,
or transfer of all or substantially all of the assets of the Corporation;
provided that in the case of (ii) or (iii), a change in control shall be deemed
to have occurred only if the shareholders of the Corporation immediately before
the transaction do not retain immediately after the transaction, in
substantially the same proportions as their ownership of shares of the
Corporation's voting shares immediately before the transaction, ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting shares of the Corporation or the surviving corporation or the
corporation or corporations to which the assets of the Corporation were
transferred.

4. The right to exercise the option shall accrue as to one fourth (1/4) of the
number of shares subject to the option on _______________ and as to an
additional two and eight hundred thirty-three ten-thousandths percent (2.0833%)
of the number of shares subject to the option as of the end of each of the
thirty-six (36) consecutive calendar months following such date, provided that
the Optionee's employment with the Corporation shall continue as of each such
date. Shares entitled to be, but not, purchased as of any such date may be
purchased at any subsequent time, subject to paragraphs 5 and 6 below. The
number of shares which may be purchased as of any such date shall be rounded up
to the nearest whole number. No partial exercise of the option may be for less
than ten percent (10%) of the number of shares subject to the option.

5. Notwithstanding any other provision of this Agreement, the option may not be
exercised after, and shall expire on, the close of business on (i) in respect of
options granted to employees of the Corporation, the tenth anniversary of the
date hereof, or, (ii) in respect of options granted to consultants, the fifth
anniversary of the date hereof, unless terminated sooner pursuant to paragraph 6
below.

6. In the event of termination of the Optionee's employment with the
Corporation and its subsidiaries for any reason except death or disability, the
Optionee may, on or before the close of business on the earlier of the date
thirty (30) days after the date of such termination or the date determined under
paragraph 5 above, exercise the option to the extent the Optionee could have
exercised the option on the date of such termination pursuant to paragraph 4
above. In the event

<PAGE>   10

of termination of the Optionee's employment with the Corporation and its
subsidiaries by reason of his or her disability, the Optionee may, on or before
the close of business on the earlier of the date six (6) months after the date
of such termination or the date determined under paragraph 5 above, exercise the
option to the extent the Optionee could have exercised the option on the date of
such termination pursuant to paragraph 4 above. If the Optionee shall die during
such thirty (30) day period or such six (6) month period, whichever is
applicable, or while in the employ of the Corporation or any subsidiary, the
Optionee's transferee as determined under paragraph 8 below may exercise the
option, as hereinafter provided, only to the same extent as the Optionee could
have exercised the option immediately prior to his or her death pursuant to
paragraph 4 above on or before the close of business on the earlier of the date
one (1) year after the date of the Optionee's death or the date determined under
paragraph 5 above. If the option is not exercised prior to the end of the
applicable period described in this paragraph 6, it shall terminate at the end
of such period.

7. The option shall be exercisable during the Optionee's lifetime only by the
Optionee. The option shall be non-transferable by the Optionee otherwise than by
will or the laws of descent and distribution.

8. To the extent exercisable after the Optionee's death, the option shall be
exercised only by the Optionee's transferee, who shall be the Optionee's
executor(s) or administrator(s) or the person or persons to whom the option is
transferred under the Optionee's will or, if the Optionee shall fail to make
testamentary disposition of the option, under the applicable laws of descent and
distribution. Any transferee exercising the option must furnish the Corporation
with (a) written notice of his or her status as transferee, (b) evidence
satisfactory to the Corporation to establish the validity of the transfer of the
option and compliance with any laws or regulations pertaining to said transfer,
and (c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement.

9. Subject to paragraphs 10 and 11 below, the option may be exercised by the
person then entitled to do so by delivering to the Corporation (a) written
notice of exercise in the form attached hereto as Exhibit A (which includes
certain restrictions on the transfer of such shares), specifying the number of
full shares to be purchased, and (b) full payment of the Option Price thereof
(and the amount of any tax the Corporation is required by law to withhold by
reason of such exercise). The Corporation shall issue a certificate representing
the shares so purchased within a reasonable time after its receipt of such
notice of exercise and such payment.

10. Because of the exemption from the qualification requirements of the
California Corporate Securities Law of 1968 (the "Law") relied upon by the
Corporation in granting the option to the Optionee, the Optionee represents and
warrants to the Corporation that the Optionee, by reason of his or her business
or financial experience or the business or financial experience of his or her
professional advisors who are unaffiliated with and who are not compensated by
the Corporation or any affiliate or selling agent of the Corporation, directly
or indirectly, has the capacity to protect his or her own interests in
connection with the issuance and exercise of the option and is accepting the
option, and will purchase the Shares upon exercising the option, for his or her
own account and not with a view to or for sale in connection with any
distribution thereof. The Optionee hereby acknowledges that the option is not
transferable otherwise than in accordance with paragraph 7 above.

<PAGE>   11

11. The issuance of Shares upon exercise of the option will be subject to
compliance by the Corporation and the person exercising the option with all
applicable requirements of federal and state securities and other laws relating
thereto and with all applicable regulations of any shares exchange on which the
Shares may be listed at the time of such issuance. No person may exercise the
option at any time when, in the opinion of counsel to the Corporation, such
exercise is not permitted under applicable federal or state securities laws.
Nothing herein shall be construed to require the Corporation to register or
qualify under applicable federal or state securities laws, or take any action to
secure an exemption from such registration and qualification for, the issuance
of the Shares upon exercise of the option.

12. The Optionee shall receive financial statements of the Corporation once
during each fiscal year of the Corporation while his or her option is
outstanding. The Optionee hereby acknowledges that such financial information is
confidential to the Corporation and the Optionee further agrees to keep such
information confidential.

13. Neither the Optionee nor any person claiming under or through the Optionee
shall be or have any of the rights or privileges of a shareholder of the
Corporation in respect of any of the shares issuable upon the exercise of the
option, unless and his or her name is duly registered in the Branch Register of
Members of the Corporation maintained by Equiserve L.P., the share registrar and
transfer agent of the Corporation.

14. Nothing in this Agreement shall be construed as granting the Optionee any
right to continued employment. Except as the Corporation, or the subsidiary
employing the Optionee, and the Optionee shall have otherwise agreed in writing,
the Optionee's employment shall be terminable by the Corporation, or by such
subsidiary, at will. The Board in its sole discretion shall determine whether
any leave of absence or interruption in service (including an interruption
during military service) shall be deemed a termination of employment for the
purposes of this Agreement.

15. Any notice to be given to the Corporation under the terms of this Agreement
shall be addressed to the Corporation. Any notice to be given to the Optionee
shall be in writing and delivered or mailed by registered or certified mail,
return receipt requested, postage prepaid, addressed to the Optionee at the
address set forth beneath the Optionee's signature hereto, or at such other
address as the Optionee may hereafter designate in writing. Any such notice
shall be deemed to have been duly given when deposited in a United States post
office.

16. Nothing herein contained shall affect the Optionee's right to participate in
and receive benefits under and in accordance with the then current provisions of
any pension, insurance or other employee benefit plan or program of the
Corporation or any subsidiary.

17. Except as otherwise herein provided, the option herein granted and the
rights and privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of said option, or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution, attachment or
similar process

<PAGE>   12

upon the rights and privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and void.

18. Subject to the limitation on the transferability of the option contained
herein, this Agreement shall be binding upon and inure to the benefit of the
heirs, legal representatives, successors and assigns of the parties hereto.

19. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

20. In the event that the Plan is administered by a committee of the Board (the
"Committee") at any time subsequent to the date of this Agreement, all
references herein to the Board shall be construed to mean the Committee for the
period(s) during which the Committee administers the Plan.

21. This Agreement is subject to the terms and conditions of the Plan, including
the Board's discretion to modify the provisions hereof. The Plan is incorporated
herein by this reference and the Optionee acknowledges receipt of a copy
thereof.

22. The Optionee hereby acknowledges that: (i) this Agreement was prepared with
his or her knowledge; (ii) he or she was advised by the Corporation to seek
independent counsel to review this Agreement on his or her behalf; (iii) he or
she had adequate time to seek the advice of such independent counsel and to
review this Agreement; and (iv) he or she either obtained the advice of such
independent counsel or knowingly and intentionally chose not to seek such
advice.

        IN WITNESS WHEREOF, the parties have executed this Agreement, in
duplicate, the day and year first above written.

                                     WAVE OPTICS, INC.


                                     By:
                                         -------------------------------------
                                             [name and title]
---------------------------------
[name], Optionee

Address:
         -------------------------

         -------------------------


<PAGE>   13

                                    EXHIBIT A



Wave Optics, Inc.
1300 Spacepark Way
Mountain View, California 94043
Attention: Corporate Secretary

                       Re: Notice of Exercise of Incentive Share Option

Dear  _______________:

        I hereby exercise, as of ______________, ______, my incentive share
option (granted _______________) to subscribe for ____________ ordinary shares
of S$0.01 each in the capital of Wave Optics, Inc. (the "Corporation") (the
"Option Shares"). Payment of the exercise price of $________ is enclosed
herewith.

        As a condition to this notice of exercise, I hereby make the following
representations and agreements:

1. I am aware of the Corporation's business affairs and financial condition and
have had access to such information about the Corporation as I have deemed
necessary or desirable to reach an informed and knowledgeable decision to
acquire the Option Shares. I am purchasing the Option Shares for investment for
my own account only and not with a view to, or for resale in connection with,
any distribution thereof.

2. I understand that the Option Shares have not been registered under the
Securities Act of 1933 (the "Act") by reason of specific exemptions therefrom,
which exemptions depend upon, among other things, the bona fide nature of my
investment intent as expressed herein. In this connection, I understand that, in
the view of the Securities and Exchange Commission (the "Commission"), the
statutory basis for one such exemption may not exist if presently intend to hold
the Option Shares for a minimum capital gains period under the tax laws, for a
deferred sale, for a market rise, for a sale if the market does not rise, or for
a year or any other fixed period in the future.

3. I acknowledge and agree that the Option Shares are restricted securities
which must be held indefinitely unless they are subsequently registered under
the Act and their offer and sale are qualified under the California Corporate
Securities Law of 1968 (the "Law") or exemptions from such registration and
qualification are available. I further acknowledge and understand that the
Corporation is under no obligation to effect such registration or qualification
or to assure the availability of any such exemption.

4. I am aware of the adoption of Rule 144 by the Commission, promulgated under
the Act, which permits limited public resale of securities acquired in a
non-public offering, subject to the satisfaction of certain conditions,
including, among other things, the availability of certain current public
information about the issuer, the passage of not less than one year after the
holder has purchased and paid for the securities to be sold, effectuation of the
sale on the public market


                                       6
<PAGE>   14

through a broker in an unsolicited "brokers' transaction" or to a "market
maker," and compliance with specified limitations on the amount of securities to
be sold (generally, one percent of the total amount of Shares outstanding)
during any three-month period.

5. I understand that the Corporation currently does not, and at the time I wish
to sell the Option Shares may not, satisfy the current public information
requirement of Rule 144 and, consequently, I may be precluded from selling the
Option Shares under Rule 144 even if the one-year minimum holding period has
been satisfied, unless I am not an "affiliate" of the Corporation and have
purchased and completed payment for the Option Shares to be sold at least two
years before the date of such sale. I further understand that Rule 144 does not
affect my obligations under the Law and, notwithstanding the availability of
Rule 144, I may not offer or sell the Option Shares unless such offer or sale is
qualified under the Law or an exemption from such qualification is available.

6. I further understand that if all of the requirements of Rule 144 are not met,
compliance with Regulation A or some other exemption from registration will be
required; and that, although Rule 144 is not exclusive, the Staff of the
Commission has expressed its opinion that persons proposing to sell restricted
securities other than in a registered offering and other than pursuant to Rule
144 will have a substantial burden of proof in establishing that an exemption
from registration is available for such offers or sales and that such persons
and the brokers who participate in such transactions do so at their own risk.

7. I further understand that the certificate(s) representing the Option Shares,
whether upon initial issuance or any transfer thereof, shall bear on their face
such legends, prominently stamped or printed thereon in capital letters of not
less than 10-point size, as counsel to the Corporation shall determine,
including the following:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH
SECURITIES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) QUALIFICATION OF THE OFFER AND
SALE OR DISPOSITION OF SUCH SECURITIES UNDER THE CALIFORNIA CORPORATE SECURITIES
LAW OF 1968, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED."

            "THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN
ACCORDANCE WITH, AND ARE SUBJECT TO TRANSFER UPON CERTAIN EVENTS DESCRIBED IN,
AN INCENTIVE SHARE OPTION AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE
PRINCIPAL OFFICE OF THE ISSUER."


                                       7
<PAGE>   15

        The Option Shares should be issued to ____________________, and
delivered to the following address:


                                            Signed:
                                                   -----------------------------

                                            Dated:
                                                  ------------------------------


                                       8