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                                                                    Exhibit 10.7

                           TASER INTERNATIONAL, INC.

                             2001 STOCK OPTION PLAN

                          (EFFECTIVE JANUARY 6, 2001)

                            SECTION 1. INTRODUCTION

Taser International, Inc. has adopted its 2001 Stock Option Plan providing for
the grant of stock options to certain eligible individuals who have or will
render services to the Company. This Plan has been approved by the Board of
Directors of the Company effective January 6, 2001.

The purpose of the Plan is to advance the interests of the Company and its
stockholders by enhancing the Company's ability to attract and retain qualified
persons to perform services for the Company, by providing incentives to such
persons to put forth maximum efforts for the Company and by rewarding persons
who contribute to the achievement of the Company's economic objectives. The Plan
seeks to achieve this purpose by providing for Options which may contribute
Incentive Stock Options or Non-qualified Stock Options.

                           SECTION 2. ADMINISTRATION

SECTION 2.1    COMMITTEE COMPOSITION.

The Plan shall be administered by the Board, or by a committee of the Board
consisting of not less than three persons; provided, however, that from and
after the date on which the Company first registers a class of its equity
securities under Section 12 of the Exchange Act, the Plan shall be administered
to the extent provided herein by such a committee of the Board. Members of such
committee, if established, shall be appointed from time to time by the Board,
shall serve at the pleasure of the Board and may resign at any time upon written
notice to the Board. As used in this Plan, the term "Committee" will refer to
the Board or to such committee, if established.

SECTION 2.2    COMMITTEE RESPONSIBILITIES.

     (a)       The Committee shall have the authority to recommend to the Board
for its consideration and approval (i) the Employees, Outside Directors and
Consultants who are to receive Options under the Plan, (ii) the time or times
when Options will be granted, (iii) the type, number, exercise price, vesting
requirements and other features and conditions of such Options, (iv) the
duration of each Option, (v) the restrictions and conditions to which the
exercisability of Options may be subject, and (vi) such other provisions of the
Options as the Committee may deem necessary or desirable and as are consistent
with the terms of the Plan. The Committee shall determine the form or forms of
the Stock Option Agreements with Optionees which shall evidence the particular
terms, conditions, rights and duties of the Company and the Optionees with
respect to Options granted pursuant to the Plan, which agreement shall be
consistent with the provisions of the Plan.

     (b)       With the consent of the Optionee affected thereby, and subject to
the consideration and approval of the Board, the Committee may amend or modify
the terms of any outstanding Option in any

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manner, provided that the amended or modified terms are permitted by the Plan as
then in effect. Without limiting the generality of the foregoing sentence, the
Committee may, with the consent of the Optionee affected thereby and subject to
consideration and approval of the Board, modify the exercise price, number of
shares, or other terms and conditions of an Option, extend the term of an
Option, accelerate the exercisability or vesting or otherwise terminate any
restrictions relating to an Option, accept surrender of any outstanding Option,
or, to the extent not previously exercised or vested, authorize the grant of new
Options in substitution for surrendered Options.

     (c)  The Committee shall have the authority to interpret the Plan and,
subject to the provisions of the Plan, to establish, adopt and revise such
rules and regulations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan. The Committee's decisions and
determinations under the Plan need not be uniform and may be made selectively
among Optionees, whether or not such Optionees are similarly situated. Each
determination, interpretation, or other action made or taken by the Committee
pursuant to the provisions of the Plan shall be conclusive and binding for all
purposes. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under the Plan.

                     SECTION 3. SHARES AVAILABLE FOR GRANTS

SECTION 3.1    BASIC LIMITATION.

The Maximum number of shares of Common Stock that shall be authorized and
reserved for issuance under the Plan shall be 550,000 shares, $.00001 par
value. The limitation of this Section 3.1 shall be subject to adjustment
pursuant to Section 3.3.

SECTION 3.2    ADDITIONAL SHARES AVAILABLE FOR USE.

If Options are forfeited or terminate for any other reason before being
exercised, then the corresponding Common Stock shall again become available for
the grant of Options under the Plan. Also, previously acquired shares of Common
Stock which are tendered by the Optionee to the Company in whole or partial
satisfaction of the Exercise Price pursuant to Section 6.2, or in whole or
partial satisfaction of withholding obligations pursuant to Section 10.2, shall
become available for use under the Plan to the extent permitted by Rule 16b-3
of the Exchange Act. The aggregate number of shares of Common Stock that may be
issued under the Plan upon the exercise of Incentive Stock Options shall in no
event exceed 5,000,000 shares.

SECTION 3.3    ADJUSTMENT TO SHARES.

In the event of a stock split, any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend payable in
Common Stock, extraordinary dividend or divestiture (including a spin-off), a
combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise) into a lesser number of shares of Common Stock,
or any other change in the corporate structure or shares of the Company, the
Committee (or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) shall make
appropriate adjustments (which determination shall be conclusive) as to one or
more of:

     (a)  The number of and kind of securities subject to and reserved under
the Plan;

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     (b) In order to prevent dilution or enlargement of the rights of Optionees,
the number, kind and Exercise Price of securities subject to outstanding
Options;

     (c) The limitations set forth in Section 5.2.

     Without limiting the generality of the foregoing, in the event that any of
such transactions are effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities, or assets, including cash, with
respect to or in exchange for such Common Stock, all Optionees holding
outstanding Options shall upon the exercise of such Options receive, in lieu of
any shares of Common Stock they may be entitled to receive, such stock,
securities, or assets, including cash, as would have been issued to such
Optionees if their Options had been exercised and such Optionees had received
Common Stock prior to such transaction.

     Notwithstanding the provisions of this Section 3.3, there shall be no
adjustment to the shares authorized pursuant to this Plan for an event
described in Section 3.3 that occurs before or simultaneously with the
effective date of this Plan.

     Except as provided in this Section 3.3, an Optionee shall have no rights
by reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

                            SECTION 4.  ELIGIBILITY

SECTION 4.1  NON-QUALIFIED STOCK OPTIONS.

Only Employees, Outside Directors and Consultants shall be eligible for the
grant of NSOs.

SECTION 4.2  INCENTIVE STOCK OPTIONS.

Only Employees who are common-law employees of the Company, a Parent or a
Subsidiary shall be eligible for the grant of Incentive Stock Options. In
addition, an Employee who owns more than 10% of the total combined voting power
of all classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an Incentive Stock Option
unless the requirements set forth in Section 422(c)(6) of the Code are
satisfied.

                           SECTION 5.  STOCK OPTIONS

SECTION 5.1  STOCK OPTION AGREEMENT.

Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan as shall be determined by the Committee in its
discretion and upon consideration and approval of the Board. The provisions of
the various Stock Option Agreements entered into under the Plan need not be
identical. Options shall be granted for no cash consideration unless minimal
cash consideration is required by applicable law.

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SECTION 5.2  NUMBER OF SHARES.

Each Stock Option Agreement shall specify the number of Common Stock subject to
the Option. Options granted to any Optionee in a single fiscal year of the
Company shall not cover more than 75,000 shares of Common Stock, except that
Options granted to a new Employee in the fiscal year of the Company in which
his or her service as an Employee first commences shall not cover more than
100,000 shares of Common Stock. The limitations set forth in the preceding
sentence shall be subject to adjustment in accordance with Section 3.3.

SECTION 5.3  EXERCISE PRICE.

     (a)  Incentive Stock Options.

The Exercise Price per share to be paid by the Optionee at the time an
Incentive Stock Option is exercised shall be determined by the Committee, in
its discretion and upon consideration and approval of the Board; provided,
however that the such price shall not be less than (i) 100% of the Fair Market
Value of one share of Common Stock on the date the Option is granted, or (ii)
110% of the Fair Market Value of one share of Common Stock on the date the
Option is granted if, at the time the Option is granted, the Optionee owns,
directly or indirectly (as determined pursuant to Section 424(d) of the Code),
more than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or Parent corporation of the Company (within the
meaning of Sections 424(f) and 424(e), respectively, of the Code).

     (b)  Non-qualified Stock Options.

The Exercise Price per share to be paid by the Optionee at the time an NSO is
exercised shall be determined by the Committee, in its discretion and upon
consideration and approval of the Board; provided, however that the such price
shall not be less than 85% of the Fair Market Value of one share of Common
Stock on the date the Option is granted.

SECTION 5.4  EXERCISABILITY AND TERM.

An Option shall become exercisable at such times and in such installments
(which may be cumulative) as shall be determined by the Committee in its
discretion at the time the Option is granted. Upon the completion of its term,
an Option, to the extent not then exercised, shall expire.

     (a)  Incentive Stock Options.

The period during which an Incentive Stock Option may be exercised shall be
fixed by the Committee in its discretion and upon consideration and approval of
the Board at the time such Option is granted; provided that the term of an
Incentive Stock Option shall in no event exceed (i) 10 years from the date of
grant, or (ii) 5 years from the date of grant if, at the time the Option is
granted, the Optionee owns, directly or indirectly (as determined pursuant to
Section 424(d) of the Code), more than 10% of the total combined voting power
of all classes of stock of the Company or any Subsidiary or Parent corporation
of the Company (within the meaning of Sections 424(f) and 424(e), respectively,
of the Code).

     (a) Non-qualified Stock Options.

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The period during which an NSO may be exercised shall be fixed by the Committee
in its discretion and upon consideration and approval of the Board at the time
such Option is granted.

SECTION 5.5    MANNER OF EXERCISE.

An Option may be exercised by an Optionee in whole or in part from time to
time, subject to the conditions contained herein and in the Stock Option
Agreement, by delivery, in person or through certified or registered mail, of
written notice of exercise to the Company at its principal executive office
(Attention: Chief Financial Officer), and by paying in full the total Option
Exercise Price for the shares of Common Stock purchased. Such notice shall be
in a form satisfactory to the Committee and shall specify the particular Option
(or portion thereof) that is being exercised and the number of shares with
respect to which the Option is being exercised. Subject to compliance with
Section 11.1 of the Plan, the exercise of the Option shall be deemed effective
upon receipt of such notice and payment complying with the terms of the Plan
and the Stock Option Agreement.

     As soon as practicable after the effective exercise of the Option, the
Optionee shall be recorded on the stock transfer books of the Company as the
owner of the shares purchased, and the Company shall deliver to the Optionee
one or more duly issued stock certificates evidencing such ownership. If an
Optionee exercises any Option with respect to some, but not all, of the shares
of Common Stock subject to such Option, the right to exercise such Option with
respect to the remaining shares shall continue until it expires or terminates
in accordance with its terms. An Option shall only be exercisable with respect
to whole shares.

                      SECTION 6. PAYMENT FOR OPTION SHARES

SECTION 6.1    GENERAL RULE.

The entire Exercise Price of Common Stock issued upon exercise of Options shall
be payable in cash or cash equivalents at the time when such shares of Common
Stock are purchased, provided, however, that the Committee, in its discretion
upon the original grant or thereafter, and upon the consideration and approval
of the Board, may allow such payments to be made in any form described in this
Section 6. In determining whether or upon what terms and conditions an Optionee
will be permitted to pay the Exercise Price of an Option in a form other than
cash, the Committee may consider all relevant facts and circumstances including,
without limitation, the tax and securities law consequences to the Optionee and
the Company and the financial accounting consequences to the Company.

SECTION 6.2    SURRENDER OF STOCK.

To the extent that this Section 6.2 is applicable, an Optionee may pay all or
any part of the Exercise Price by surrendering, or attesting to the ownership
of, shares of Common Stock that are already owned by the Optionee. Such shares
of Common Stock shall be valued at their Fair Market Value on the date when the
new shares of Common Stock are purchased under the Plan.

SECTION 6.3    EXERCISE/SALE.

To the extent that this Section 6.3 is applicable, an Optionee may pay all or
any part of the Exercise Price and any withholding taxes by delivering (on a
form prescribed by the Company) an irrevocable direction


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to a securities broker approved by the Company to sell all or part of the
Common Stock being purchased under the Plan and to deliver all or part of the
sales proceeds to the Company.

SECTION 6.4    EXERCISE/PLEDGE.

To the extent that this Section 6.4 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form
prescribed by the Company) an irrevocable direction to pledge all or part of
the Common Stock being purchased under the Plan to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company.

SECTION 6.5    PROMISSORY NOTE.

To the extent that this Section 6.5 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form
prescribed by the Company) a full-recourse promissory note. However, the par
value of the Common Stock being purchased under the Plan, if newly issued,
shall be paid in cash or cash equivalents.

SECTION 6.6    OTHER FORMS OF PAYMENT.

To the extent that this Section 6.6 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid in any other form that is
consistent with applicable laws, regulations and rules.

SECTION 6.7    DISPOSITION OF COMMON STOCK ACQUIRED PURSUANT TO THE EXERCISE OF
               INCENTIVE STOCK OPTIONS.

Prior to making a disposition (as defined in Section 424(c) of the Code) of any
shares of Common Stock acquired pursuant to the exercise of an Incentive Stock
Option granted under the Plan before the expiration of two years after its date
of grant or before the expiration of one year after its date of exercise, the
Optionee shall send written notice to the Company of the proposed date of such
disposition, the number of shares to be disposed of, the amount of proceeds to
be received from such disposition and any other information relating to such
disposition that the Company may reasonably request. The right of an Optionee to
make any such disposition shall be conditioned on the receipt by the Company of
all amounts necessary to satisfy any federal, state or local withholding and
employment-related tax requirements attributable to such disposition. The
Committee shall have the right, in its sole discretion, to endorse the
certificates representing such shares with a legend restricting transfer and to
cause a stop transfer order to be entered with the Company's transfer agent
until such time as the Company receives the amounts necessary to satisfy such
withholding and employment-related tax requirements or until the later of the
expiration or two years from its date of grant or one year from its date of
exercise.

SECTION 6.8    AGGREGATE LIMITATIONS OF STOCK SUBJECT TO INCENTIVE STOCK
               OPTIONS.

To the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which Incentive Stock Options (within the meaning of Section 422 of the Code)
are exercisable for the first time by an Optionee during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
Subsidiary or any parent corporation of the Company) exceeds $100,000 (or such
other amount as may be prescribed by the Code from time to time), such excess
Options shall be treated as Non-qualified Stock Options. The determination shall
be made by taking Incentive Options into account in the order in which they were
granted. If such excess only applies to a portion of an Incentive Stock Option,
the Committee, in its

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discretion, shall designate which shares shall be treated as shares acquired
upon exercise of an Incentive Stock Option.

        SECTION 7.  EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE

SECTION 7.1  Termination of Employment or Other Service Due to Death,
             Disability, or Retirement.

Except as otherwise provided in the Plan, or as otherwise determined by the
Committee upon consideration and approval of the Board, either at the time an
Option is granted or thereafter, in the event an Optionee's employment or other
service with the Company and all Subsidiaries or Parent is terminated by reason
of such Optionee's death, Disability or Retirement, all outstanding Options
then held by the Optionee shall become immediately exercisable in full and
remain exercisable after such termination for a period of three months in the
case of Retirement and one year in the case of death or Disability (but in no
event after the expiration date of any such Option).

SECTION 7.2  TERMINATION OF EMPLOYMENT OF OTHER SERVICE FOR REASONS OTHER THAN
             DEATH, DISABILITY OR RETIREMENT.

Except as otherwise provided in the Plan, or as otherwise determined by the
Committee upon consideration and approval of the Board, either at the time an
Option is granted or thereafter, in the event an Optionee's employment or other
service with the Company and all Subsidiaries or Parent in relation to which
the Option was granted is terminated for any reason other than death,
Disability or Retirement, all rights of the Optionee shall immediately
terminate without notice of any kind, and no Options then held by the Optionee
shall thereafter be exercisable; provided, however, that if such termination is
due to any reason other than termination by the Company or any Subsidiary or
Parent for "cause," all outstanding Options then held by such Optionee shall
remain exercisable for a period of three months after such termination (but in
no event after the expiration date of any such Option). For purposes of this
Section 7.2, "cause" shall be as defined in any employment or other agreement
or policy applicable to the Optionee or, if no such agreement or policy exists,
shall mean (a) the unauthorized use or disclosure of the confidential
information or trade secrets of the Company, which use or disclosure causes
material harm to the Company, (b) any material breach of a non-competition
agreement entered into with the Company, (c) conviction of, or a plea of
"guilty" or "no contest" to, a felony under the laws of the United States or
any state thereof, (d) gross negligence or (d) continued failure to perform
assigned duties after receiving written notification from the Board. The
foregoing shall not be deemed an exclusive list of all acts or omissions that
the Company (or a Parent or Subsidiary) may consider grounds for the discharge
of the Optionee.

SECTION 7.3  MODIFICATION OF EFFECT OF TERMINATION.

Notwithstanding the provisions of this Section 7, upon an Optionee's
termination of employment or other service with the Company and all
Subsidiaries or Parent with respect to which Options were granted, the
Committee may, in its sole discretion upon consideration and approval of the
Board (which discretion may be exercised before or following such termination),
cause Options, or any portions thereof, then held by such Optionee to become
exercisable and remain exercisable following such termination in the manner
determined by the Committee and approved by the Board; provided, however, that
no Option shall be exercisable after the expiration date thereof, and any
Incentive Stock Option that remains unexercised more than three months
following employment termination by reason of Retirement or more than one


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year following employment termination by reason of death or Disability shall
thereafter be deemed to be a Non-qualified Stock Option.

                          SECTION 8. CHANGE OF CONTROL

SECTION 8.1    ACCELERATION OF VESTING.

If a Change of Control of the Company shall be about to occur or shall occur,
the Committee, in its discretion and upon consideration and approval of the
Board, may determine that all outstanding Options shall become immediately
exercisable in full and shall remain exercisable during the remaining term
thereof, regardless of whether the employment or other status of the Optionees
with respect to which Options have been granted shall continue with the Company
or any Subsidiary, subject to the following limitations: If the Company and the
other party to the transaction constituting a Change in Control agree that such
transaction is to be treated as a "pooling of interests" for financial reporting
purposes, and if such transaction in fact is so treated, then the acceleration
of exercisability shall not occur to the extent that the Company's independent
accountants and such other party's independent accountants each determine in
good faith that such acceleration would preclude the use of "pooling of
interests" accounting.

SECTION 8.2    CASH PAYMENT.

If a Change in Control of the Company shall be about to occur or shall occur,
then the Committee, in its discretion and upon consideration and approval of the
Board and without the consent of any Optionee effected thereby, may determine
that some or all Optionees holding outstanding Options shall receive, with
respect to some or all of the shares of Common Stock subject to such Options, as
of the effective date of any such Change of Control of the Company, cash in an
amount equal to the excess of the Fair Market Value of such shares immediately
prior to the effective date of such Change of Control over the Exercise Price of
such Options.

SECTION 8.3    LIMITATION ON CHANGE OF CONTROL PAYMENTS.

Notwithstanding any provision of Sections 8.1 or 8.2 above to the contrary, if,
with respect to an Optionee, the acceleration of the exercisability of an Option
as provided for in Section 8.1 or the payment of cash in exchange for all or
part of an Option as provided in Section 8.2 (which acceleration or payment
could be deemed a "payment" within the meaning of Section 280G(b)(2) of the
Code), together with any other payments which such Optionee has the right to
receive from the Company or any corporation which is a member of an "affiliated
group" (as defined in Section 1504(b) of the Code) of which the Company is a
member, would constitute a "parachute payment" (as defined in Section 280G(b)(2)
of the Code), then the acceleration of exercisability and the payments to such
Optionee pursuant to Sections 8.1 and 8.2 above shall be reduced to the largest
extent or amount as, in the sole judgment of the Committee, will result in no
portion of such payments being subject to the excise tax imposed by Section 4999
of the Code.


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                        SECTION 9. LIMITATION ON RIGHTS

SECTION 9.1    EMPLOYMENT OR SERVICE.

Nothing in the Plan shall interfere with or limit in any way the right of the
Company or any Subsidiary or Parent to terminate the employment or service of
any Employee, Outside Director or Consultant at any time, or confer upon any
Employee, Outside Director or Consultant any right to continue in the employ or
service of the Company or any Subsidiary or Parent.

SECTION 9.2    STOCKHOLDERS' RIGHTS.

An Optionee shall have no dividend rights, voting rights or other rights as a
stockholder with respect to any Common Stock covered by his or her Option prior
to the time when a stock certificate for such Common Stock is issued or, in the
case of an Option, the time when he or she becomes entitled to receive such
Common Stock by filing a notice of exercise and paying the Exercise Price. No
adjustment shall be made for cash dividends or other rights for which the
record date is prior to such time, except as expressly provided in the Plan.

SECTION 9.3    RESTRICTIONS ON TRANSFER.

Other than pursuant to a qualified domestic relations order (as defined by the
Code), no right or interest of any Optionee in an Option prior to the exercise
of such Option shall be assignable or transferable, or subjected to any lien,
during the lifetime of the Optionee, either voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise, including execution,
levy, garnishment, attachment, pledge, divorce, or bankruptcy. In the event of
an Optionee's death, such Optionee's rights and interest in Options shall be
transferable by testamentary will or the laws of descent and distribution, any
payment of any amounts due under the Plan shall be made to, and exercise of any
Options (to the extent permitted pursuant to Section 7 of the Plan) may be made
by the Optionee's legal representatives, heirs or legatees.

     If, in the opinion of the Committee, an Optionee holding an Option is
disabled from caring for his or her affairs because of a mental condition,
physical condition, or age, any payments due the Optionee may be made to, and
any rights of the Optionee under the Plan shall be exercised by, such
Optionee's guardian, conservator, or other legal personal representative upon
furnishing the Committee with evidence satisfactory to the Committee of such
status.

SECTION 9.4    NON-EXCLUSIVITY OF THE PLAN.

Nothing contained in the Plan is intended to amend, modify, or rescind any
previously approved compensation plans or programs entered into by the Company.
The Plan will be construed to be in addition to any and all other such plans or
programs. Neither the adoption of the Plan nor the submission of the Plan to
the stockholders of the Company for approval will be construed as creating any
limitations on the power or authority of the Board to adopt such additional or
other compensation arrangements as the Board may deem necessary or desirable.

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                         SECTION 10. WITHHOLDING TAXES

SECTION 10.1   GENERAL.

To the extent required by applicable federal, state, local or foreign law, an
Optionee or his or her successor shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any Common
Stock or make any cash payment under the Plan until such obligations are
satisfied.

SECTION 10.2   SHARE WITHHOLDING.

The Committee, in its discretion and upon consideration and approval of the
Board, may permit an Optionee to satisfy all or part of his or her withholding
or income tax obligations by having the Company withhold all or a portion of any
Common Stock that otherwise would be issued to him or her or by surrendering all
or a portion of any Common Stock that he or she previously acquired. Such shares
of Common Stock shall be valued at their Fair Market Value on the date when
taxes otherwise would be withheld in cash.

                    SECTION 11. SECURITIES LAW RESTRICTIONS

SECTION 11.1   SHARE ISSUANCE.

Notwithstanding any other provision of the Plan or any agreements entered into
pursuant hereto, the Company shall not be required to issue or deliver any
certificate for shares of Common Stock under this Plan, and an Option shall not
be considered to be exercised notwithstanding the tender by the Optionee of any
consideration therefore, unless and until each of the following conditions has
been fulfilled:

     (a)  (i) There has be in effect with respect to such shares a registration
statement under the Securities Act and any applicable state securities laws if
the Committee, in its sole discretion, shall have determined to file, cause to
become effective, and maintain the effectiveness of such registration statement;
or (ii) if the Committee has determined not to so register the shares of Common
Stock to be issued under the Plan, (A) exemptions from registration under the
Securities Act and applicable state securities laws shall be available for such
issuance (as determined by counsel to the Company) and (B) there shall have been
received from the Optionee (or, in the event of death or disability, the
Optionee's heir(s) or legal representative(s)), any representations or
agreements requested by the Company in order to permit such issuance to be made
pursuant to such exemptions; and

     (b)  There shall have been obtained any other consent, approval, or permit
from any state or federal governmental agency which the Committee shall, in its
sole discretion upon the advice of counsel, deem necessary or advisable.

SECTION 11.2   SHARE TRANSFERS.

Shares of Common Stock issued pursuant to Options granted under the Plan may
not be sold, assigned, transferred, pledged, encumbered, or otherwise disposed
of, whether voluntarily or involuntarily, directly or indirectly, by operation
of law or otherwise, except pursuant to registration under the Securities Act
and applicable state securities laws or pursuant to exemptions from such
registrations. The Company may condition the sale, assignment, transfer,
pledge, encumbrance, or other disposition of such shares not


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issued pursuant to an effective and current registration statement under the
Securities Act and all applicable state securities laws on the receipt from the
party to whom the shares of Common Stock are to be so transferred of any
representations or agreements requested by the Company in order to permit such
transfer to be made pursuant to exemptions from registration under the
Securities Act and applicable state securities laws.

SECTION 11.3   HOLDING PERIOD REQUIREMENTS.

Any Options granted and any Common Stock acquired pursuant to the exercise of
Options under this Plan may be subject to a six-month holding requirement from
the grant date in order for the transaction to be exempt from the short-swing
trading profits provision of Section 16(b) of the Exchange Act.

SECTION 11.4   LEGENDS.

     (a)       Unless a registration statement under the Securities Act and
applicable state securities laws is in effect with respect to the issuance or
transfer of shares of Common Stock under the Plan, each certificate representing
any such shares shall be endorsed with a legend in substantially the following
form, unless counsel for the Company is of the opinion as to any such
certificate that such legend is unnecessary:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("THE ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH
STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH
STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE SOLELY ESTABLISHED TO THE
SATISFACTION OF THE COMPANY AND ITS COUNSEL.

     (b)       The Committee, in its sole discretion, may endorse certificates
representing shares issued pursuant to the exercise of Incentive Stock Options
with a legend in substantially the following form:

THE SALE, EXCHANGE, PLEDGE, ASSIGNMENT, OR OTHER DISPOSITION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TRANSFER RESTRICTIONS
CONTAINED IN SECTION 5.05 OF THE BYLAWS OF THIS CORPORATION AND IN THE
CORPORATION'S 2001 STOCK OPTION PLAN, AND REFERENCE SHOULD BE MADE TO THOSE
DOCUMENTS FOR THE TERMS OF SUCH RESTRICTIONS.

              SECTION 12. AMENDMENT, MODIFICATION AND TERMINATION

SECTION 12.1   TERM OF THE PLAN.

The Plan, as set forth herein, shall become effective on January 6, 2001. The
Plan shall remain in effect until it is terminated under Section 12.2, except
that no Incentive Stock Options shall be granted on or after the 10th
anniversary of the later of (a) the date when the Board adopted the Plan or (b)
the date when

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the Board adopted the most recent increase in the number of Common Stock
available under Section 3 which was approved by the Company's stockholders.

SECTION 12.2  AMENDMENT OR TERMINATION.

The Board may, at any time and for any reason, amend, suspend or terminate the
Plan or any portion thereof. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Options shall be granted under the
Plan after the termination thereof. No termination, suspension, or amendment of
the Plan shall alter or impair any outstanding Option without the consent of
the Optionee affected thereby; provided, however, that this sentence shall not
impair the right of the Committee to take whatever action it deems appropriate
under Section 3.3 or Section 8 of the Plan.

                           SECTION 13.  MISCELLANEOUS

SECTION 13.1  GOVERNING LAW.

The place of administration of the Plan shall be conclusively deemed to be
within the State of Arizona, and the rights and obligations of any and all
persons having or claiming to have had an interest under the Plan or any Stock
Option Agreement shall be governed by and construed exclusively and solely in
accordance with the laws of the State of Delaware without regard to the
conflict of laws provisions of any jurisdictions. All parties agree to submit
to the jurisdiction of the state and federal courts of Arizona with respect to
matters relating to the Plan and agree not to raise or assert the defense that
such forum is not convenient for such party.

SECTION 13.2  SUCCESSORS AND ASSIGNS.

This Plan shall be binding upon and inure to the benefit of the successors and
permitted assigns of the Company, including, without limitation, whether by way
or merger, consolidation, operation of law, assignment, purchase, or other
acquisition of substantially all of the assets or business of the Company, and
any and all such successors and assigns shall absolutely and unconditionally
assume all of the Company's obligations under the Plan.

SECTION 13.3  SURVIVAL OF PROVISIONS.

The rights, remedies, agreements, obligations, and covenants contained in or
made pursuant to the Plan, any Stock Option Agreement, and any other notices or
agreements in connection therewith, including, without limitation, any notice
of exercise of an Option, shall survive the execution and delivery of such
notices and agreements and the delivery and receipt of shares of Common Stock
and shall remain in full force and effect.

                            SECTION 14.  DEFINITIONS

SECTION 14.1  BOARD

Board means the Company's Board of Directors, as constituted from time to time.


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SECTION 14.2   CHANGE IN CONTROL

Change in Control shall mean:

     (a)       The sale, lease, exchange or other transfer of all or
substantially all of the Company's assets, in one transaction or in a series of
related transactions;

     (b)       The approval by the stockholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company; or

     (c)       A change in the control of the Company of a nature that would be
required to be reported (assuming such event had not been "previously
reported") in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the effective date of the Plan, pursuant to Section 13 or 15(d) of
the Exchange Act, whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such Change in
Control shall be deemed to have occurred at such time as:

          (i)    any Person becomes, after the effective date of the Plan, the
                 "beneficial owner" (as defined in Rule 13d-3 under the Exchange
                 Act), directly or indirectly, of 20% or more of the combined
                 voting power of the Company's outstanding securities ordinarily
                 having the right to vote at elections of directors, or

          (ii)   individuals who constitute the Board on the effective date of
                 the Plan cease for any reason to constitute at least a majority
                 thereof, provided that any person becoming a director
                 subsequent to the effective date of the Plan whose election, or
                 nomination for election by the Company's stockholders, was
                 approved by a vote of at least a majority of the directors
                 comprising or deemed pursuant hereto to comprise the Board on
                 the effective date of the Plan (either by a specific vote or by
                 approval of the proxy statement of the Company in which such
                 person is named as a nominee for director) shall be, for
                 purposes of this clause (ii) and the following sentence,
                 considered as though such person were a member of the Board on
                 the effective date of the Plan. Notwithstanding anything in the
                 foregoing to the contrary, no Change of Control shall be deemed
                 to have occurred for purposes of Section 8 by virtue of any
                 transaction which shall have been approved by the affirmative
                 vote of at least a majority of the members of the Board or by
                 the stockholders of the Company on the effective date of the
                 Plan.

SECTION 14.3   CODE

Code means the Internal Revenue Code of 1986, as amended.

SECTION 14.4   COMMITTEE

Committee means a committee of the Board, as described in Section 2.

SECTION 14.5   COMMON STOCK

Common Stock means the common stock of the Company.

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SECTION 14.6   COMPANY

Company means Taser International, Inc., a Delaware corporation.

SECTION 14.7   CONSULTANT

Consultant means a consultant or adviser who provides bona fide services to the
Company, a Parent, or a Subsidiary as an independent contractor. Service as a
Consultant shall be considered employment for all purposes of the Plan, except
as provided in Section 4.2.

SECTION 14.8   DISABILITY

Disability means the permanent and total disability of the Optionee within the
meaning of Section 22(e)(3) of the Code.

SECTION 14.9   EMPLOYEE

Employee means a common-law employee of the Company, a Parent, or Subsidiary.

SECTION 14.10  EXCHANGE ACT

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

SECTION 14.11  EXERCISE PRICE

Exercise Price means the amount for which one share of Common Stock may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.

SECTION 14.12  FAIR MARKET VALUE

Fair Market Value means, with respect to the Common Stock, the following:

     (a)       If the Common Stock is listed or admitted to unlisted trading
privileges on any national securities exchange or is not so listed or admitted
but transactions in the Common Stock are reported on the NasdaqK Small Cap
Market, the last sale price of the Common Stock on such exchange or reported by
the NasdaqK Small Cap Market System as of such date (or, if no shares were
traded on such day, as of the next preceding day on which there was such a
trade).

     (b)       If the Common Stock is not so listed or admitted to unlisted
trading privileges or reported on the NasdaqK Small Cap Market System, and bid
and asked prices therefore in the over-the-counter market are reported by The
NasdaqK Small Cap Market, the Nasdaq Bulletin Board, or the National Quotation
Bureau, Inc. (or any comparable reporting service), the mean of the closing bid
and asked prices as of such date, as so reported by the applicable NasdaqX
system, or, if not so reported thereon, as reported by the National Quotation
Bureau, Inc. (or such comparable reporting service).

     (c)       In all other cases, such price as the Committee determines in
good faith in the exercise of its reasonable discretion.

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SECTION 14.13  INCENTIVE STOCK OPTION

Incentive stock option means a stock option as described in Section 422(b) of
the Code.

SECTION 14.14  NON-QUALIFIED STOCK OPTION

Non-qualified stock option means any option that is not an incentive stock
option as described in Section 422 of the Code nor an option as described in
Section 423 of the Code.

SECTION 14.15  OPTION

Option means an Incentive Stock Option or Non-qualified Stock Option granted
under the Plan and entitling the holder to purchase Common Stock.

SECTION 14.16  OPTIONEE

Optionee means an individual or estate who holds an Option.

SECTION 14.17  OUTSIDE DIRECTOR

Outside Director shall mean a member of the Board who is not an Employee.
Service as an Outside Director shall be considered employment for all purposes
of the Plan, except as provided in Section 4.2.

SECTION 14.18  PARENT

Parent means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than
the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

SECTION 14.19  PERSON

Person means any individual, corporation, partnership, group, association, or
other "person" (as such term is used in Section 14(d) of the Exchange Act),
other than the Company, a wholly-owned Subsidiary of the Company, or any
employee benefit plan sponsored by the Company or a wholly-owned Subsidiary of
the Company.

SECTION 14.20  PLAN

Plan means this Taser International, Inc. 2001 Stock Option Plan, as amended
from time to time.

SECTION 14.21  RETIREMENT

Retirement means the retirement of an Optionee pursuant to and in accordance
with the regular retirement plan or practice of the Company or Subsidiary then
covering the Optionee, or, if approved by the Board for purposes of the Plan,
any early retirement plan or practice of the Company or Subsidiary then
covering the Optionee.


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SECTION 14.22  SECURITIES ACT

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

SECTION 14.23  STOCK OPTION AGREEMENT

Stock Option Agreement means the agreement between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to his or her
Option.

SECTION 14.24  SUBSIDIARY

Subsidiary means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.

                             SECTION 15.  EXECUTION

To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.

                                             Taser International, Inc.

                                             By:___________________________

Adoption by Board of Directors:         January 6, 2001

Ratification/Adoption by Stockholders:  _________, 2001










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