EXHIBIT 4.1

                                 1993 STOCK PLAN
                        (as amended through August 2000)

         1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  of the Company and its  Subsidiaries  and to promote the success of
Adept's business.  Options granted under the Plan may be incentive stock options
(as defined under Section 422 of the Code) or  non-statutory  stock options,  as
determined by the Administrator at the time of grant of an option and subject to
the  applicable  provisions  of Section  422 of the Code,  as  amended,  and the
regulations promulgated thereunder.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a)  "Administrator"  means the Board or any of its Committees
         appointed pursuant to Section 4 of the Plan.

                  (b) "Applicable  Laws" means the requirements  relating to the
         administration  of stock option plans under U.S. state  corporate laws,
         U.S. federal and state securities laws, the Code, any stock exchange or
         quotation  system on which the Common Stock is listed or quoted and the
         applicable laws of any foreign  country or  jurisdiction  where Options
         are, or will be, granted under the Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
         amended.

                  (e)  "Committee"  means a Committee  appointed by the Board in
         accordance with Section 4 of the Plan.

                  (f) "Common Stock" means the common stock of the Company.

                  (g)  "Company"  means Adept  Technology,  Inc.,  a  California
         corporation.

                  (h) "Consultant" means any person,  including an advisor,  who
         is  engaged  by the  Company  or any  Parent  or  Subsidiary  to render
         services and is compensated for such services.

                  (i) "Continuous Status as an Employee, Director or Consultant"
         means that the  employment  relationship,  directorship  or  consulting
         relationship  is not  interrupted  or  terminated  by the Company,  any
         Parent or  Subsidiary.  Continuous  Status as an Employee,  Director or
         Consultant shall not be considered  interrupted in the case of: (i) any
         leave of absence approved by the Board,  including sick leave, military
         leave,  or any  other  personal  leave;  provided,  however,  that  for
         purposes  of  Incentive  Stock  Options,  any such leave may not exceed
         ninety (90) days, unless reemployment upon the expiration of such leave
         is  guaranteed  by contract  (including  certain  Company  policies) or
         statute;  or (ii) transfers between locations of the Company or between
         the Company, its Parent, its Subsidiaries or its successor.

                  (j) "Director" means a member of the Board.

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                  (k)  "Employee"  means  any  person,  including  Officers  and
         Directors,  employed by the Company or any Parent or  Subsidiary of the
         Company.  The payment of a director's  fee by the Company  shall not be
         sufficient to constitute "employment" by the Company.

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

                  (m) "Fair Market  Value" means,  as of any date,  the value of
         Common Stock determined as follows:

                         (i) If the  Common  Stock is listed on any  established
                  stock exchange or a national market system  including  without
                  limitation the Nasdaq  National  Market or The Nasdaq SmallCap
                  Market of The Nasdaq Stock Market, its Fair Market Value shall
                  be the closing sales price for such stock (or the closing bid,
                  if no sales  were  reported,  as  quoted on such  exchange  or
                  system for the last  market  trading  day prior to the time of
                  determination)  as reported in The Wall Street Journal or such
                  other source as the Administrator deems reliable:

                         (ii) If the  Common  Stock  is  regularly  quoted  by a
                  recognized  securities  dealer  but  selling  prices  are  not
                  reported,  the Fair  Market  Value of a Share of Common  Stock
                  shall be the mean  between  the high bid and low asked  prices
                  for the Common  Stock on the last market  trading day prior to
                  the day of  determination,  as  reported  in The  Wall  Street
                  Journal  or  such  other  source  as the  Administrator  deems
                  reliable; or

                         (iii) In the absence of an  established  market for the
                  Common   Stock,   the  Fair  Market  Value  thereof  shall  be
                  determined in good faith by the Administrator.

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

                  (o)  "Nonstatutory  Stock Option" means an Option not intended
         to qualify as an Incentive Stock Option.

                  (p)  "Notice  of  Grant"  means a  written  notice  evidencing
         certain terms and conditions of an individual  option grant. The Notice
         of Grant is part of the Option Agreement.

                  (q) "Officer"  means a person who is an officer of the Company
         within the meaning of Section 16 of the  Exchange Act and the rules and
         regulations promulgated thereunder.

                  (r)  "Option"  means a stock  option  granted  pursuant to the
         Plan.

                  (s) "Option  Agreement" means a written  agreement between the
         Company  and an  Optionee  evidencing  the terms and  conditions  of an
         individual  Option grant.  The Option Agreement is subject to the terms
         and conditions of the Plan.

                  (t)  "Optioned  Stock"  means the Common  Stock  subject to an
         Option.

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                  (u) "Optionee"  means an Employee,  Director or Consultant who
         receives an Option.

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

                  (w) "Plan" means this 1993 Stock Plan.

                  (x) "Rule  16b-3"  means Rule 16b-3 of the Exchange Act or any
         successor  to  Rule  16b-3,  as in  effect  when  discretion  is  being
         exercised with respect to the Plan.

                  (y) "Share" means a share of the Common Stock,  as adjusted in
         accordance with Section 11 below.

                  (z) "Subsidiary" means a "subsidiary corporation", whether now
         or hereafter existing, as defined in Section 424 (f) of the Code.

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 11
of the Plan,  the maximum  aggregate  number of Shares which may be optioned and
sold under the Plan is 4,462,500. The Shares may be authorized, but unissued, or
reacquired Common Stock. However, should the Company reacquire Shares which were
issued  pursuant  to the  exercise of an Option,  such  Shares  shall not become
available for future grant under the Plan.

         If an  Option  should  expire or become  unexercisable  for any  reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated,  become available for
future grant under the Plan.

         4. Administration of the Plan.

                  (a) Procedure.

                         (i)  Multiple  Administrative  Bodies.  The Plan may be
                  administered by different Committees with respect to different
                  groups of Employees, Directors and Consultants.

                         (ii)   Section   162(m).   To  the   extent   that  the
                  Administrator determines it to be desirable to qualify Options
                  granted hereunder as  "performance-based  compensation" within
                  the meaning of Section 162 (m) of the Code,  the Plan shall be
                  administered by a Committee of two or more "outside directors"
                  within the meaning of Section 162 (m) of the Code.

                         (iii) Rule 16b-3.  To the extent  desirable  to qualify
                  transactions   hereunder  as  exempt  under  Rule  16b-3,  the
                  transactions  contemplated  hereunder  shall be  structured to
                  satisfy the requirements for exemption under Rule 16b-3.

                         (iv)  Other  Administration.  Other  than  as  provided
                  above,  the Plan shall be administered by (A) the Board or (B)
                  a Committee,  which  committee shall be constituted to satisfy
                  Applicable Laws.

                  (b) Powers of the Administrator.  Subject to the provisions of
         the Plan and in the case of a Committee,  the specific duties delegated
         by the Board to such  Committee,  and  subject to the  approval  of any
         relevant authorities, including the approval, if required,
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         of any stock  exchange  upon  which the  Common  Stock is  listed,  the
         Administrator shall have the authority, in its discretion:

                         (i) to  determine  the Fair Market  Value of the Common
                  Stock, in accordance with Section 2(1) of the Plan;

                         (ii) to select the Employees, Directors and Consultants
                  to whom options may from time to time be granted hereunder;

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

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

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

                         (vi)  to  determine  the  terms  and  conditions,   not
                  inconsistent  with the terms of the Plan, of any award granted
                  hereunder.  Such  terms and  conditions  include,  but are not
                  limited to, the exercise price, the time or times when Options
                  may be exercised (which may be based on performance criteria),
                  and any restriction or limitation  regarding any Option or the
                  Shares of Common Stock relating thereto, based in each case on
                  such  factors as the  Administrator,  in its sole  discretion,
                  shall determine;

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

                         (viii) to construe and  interpret the terms of the Plan
                  and awards granted pursuant to the Plan;

                         (ix)  to   prescribe,   amend  and  rescind  rules  and
                  regulations relating to the Plan;

                         (x) to modify or amend each Option  (subject to Section
                  13 (b) of the Plan);

                         (xi) to allow  Optionees  to  satisfy  withholding  tax
                  obligations by electing to have the Company  withhold from the
                  Shares to be issued upon  exercise of an Option that number of
                  Shares having a Fair Market Value equal to the amount required
                  to be  withheld.  The Fair  Market  Value of the  Shares to be
                  withheld  shall be  determined  on the date that the amount of
                  tax to be withheld is to be  determined.  All  elections by an
                  Optionee to have Shares  withheld  for this  purpose  shall be
                  made  in  such  form  and  under   such   conditions   as  the
                  Administrator may deem necessary or advisable;

                         (xii) to  authorize  any person to execute on behalf of
                  the Company any instrument  required to effect the grant of an
                  Option previously granted by the Administrator;


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                         (xiii)  to   determine   the  terms  and   restrictions
                  applicable to Options; and

                         (xiv) to make all other determinations deemed necessary
                  or advisable for administering the Plan.

                  (c)  Effect  of  Administrator's   Decision.   All  decisions,
         determinations and  interpretations of the Administrator shall be final
         and binding on all Optionees and any other holders of any options.

         5. Eligibility.

                  (a)  Nonstatutory  Stock  Options may be granted to Employees,
         Directors and Consultants.  Incentive Stock Options may be granted only
         to Employees. An Employee,  Director or Consultant who has been granted
         an Option may, if otherwise eligible, be granted additional Options.

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

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

                  (d) The Plan shall not confer upon any Optionee any right with
         respect  to   continuation  of  Optionee's   employment   relationship,
         directorship or consulting  relationship with the Company, nor shall it
         interfere  in any way with his or her right or the  Company's  right to
         terminate  his  or  her  employment   relationship,   directorship   or
         consulting relationship at any time, with or without cause.

                  (e) The following limitations shall apply to grants of options
         to Employees:

                         (i) No Employee shall be granted, in any fiscal year of
                  the Company,  Options to purchase  more than  200,000  Shares,
                  provided,  however, that in connection with his or her initial
                  employment,  an Employee may be granted Options to purchase up
                  to  400,000  Shares.  To the  extent  such a new  Employee  is
                  granted  options to purchase more than 200,000  shares,  he or
                  she shall not be entitled  to  additional  grants  during such
                  fiscal year.

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

                         (iii) If an option is cancelled in the same fiscal year
                  of  the  Company  in  which  it was  granted  (other  than  in
                  connection  with a  transaction  described in Section 11), the
                  cancelled  Option will be counted against the limits set forth
                  in subsection  (i) above.  For this  purpose,  if the exercise
                  price of an Option is


<PAGE>



                  reduced,  the transaction will be treated as a cancellation of
                  the Option and the grant of a new Option.

         6. Term of Plan.  The Plan shall become  effective  upon the earlier to
occur of its  adoption by the Board or its approval by the  shareholders  of the
Company as described in Section 17 of the Plan. It will continue in effect for a
term of ten (10) years unless sooner terminated under Section 13 of the Plan.

         7. Term of Option.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10)  years  from the  date of  grant  thereof  or such  shorter  term as may be
provided  in the Notice of Grant.  However,  in the case of an  Incentive  Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the term of the Option shall
be five (5) years from the date of grant  thereof or such shorter term as may be
provided in the Notice of Grant.

         8. Option Exercise Price and Consideration.

                  (a) The per Share  exercise  price for the Shares to be issued
         pursuant to exercise of an Option shall be such price as is  determined
         by the Board, but shall be subject to the following:

                         (i) In the case of an Incentive Stock Option

                             (A) granted to an Employee  who, at the time of the
                         grant  of  such  Incentive  Stock  Option,  owns  stock
                         representing  more than ten percent (10%) of the voting
                         power of all  classes  of stock of the  Company  or any
                         Parent  or  Subsidiary,  the per Share  exercise  price
                         shall be no less than 110% of the Fair Market Value per
                         Share on the date of grant.

                             (B) granted to any Employee  other than an Employee
                         described in paragraph (A) immediately  above,  the per
                         Share  exercise price shall be no less than 100% of the
                         Fair Market Value per Share on the date of grant.

                         (ii) In the case of a  Nonstatutory  Stock Option,  the
                  per  Share   exercise   price  shall  be   determined  by  the
                  Administrator.  In the  case of a  Nonstatutory  Stock  Option
                  intended to qualify as "performance-based compensation" within
                  the  meaning  of  Section  162 (m) of the Code,  the per Share
                  exercise  price  shall be no less than 100% of the Fair Market
                  Value per Share on the date of grant.

                         (iii)  Notwithstanding  the  foregoing,  Options may be
                  granted with a per Share  exercise  price of less than 100% of
                  the Fair Market Value per Share on the date of grant  pursuant
                  to a merger or other corporate transaction.

                  (b) At the time an Option is granted,  the Administrator shall
         fix the  period  within  which the Option  may be  exercised  and shall
         determine any conditions  which must be satisfied before the Option may
         be exercised. In so doing, the Administrator may specify that an Option
         may not be exercised until the completion of a service period.

                  (c) The  consideration  to be paid for the Shares to be issued
         upon exercise of an option,  including the method of payment,  shall be
         determined by the Administrator

<PAGE>

         (and, in the case of an Incentive Stock Option,  shall be determined at
         the time of grant) and may consist entirely of (1) cash, (2) check, (3)
         promissory  note,  (4)  other  Shares  which  (x) in the case of Shares
         acquired  upon  exercise  of an Option  either  have been  owned by the
         Optionee  for more than six months on the date of surrender or were not
         acquired, directly or indirectly, from the Company, and (y) have a Fair
         Market Value on the date of surrender  equal to the aggregate  exercise
         price of the Shares as to which said  Option  shall be  exercised,  (5)
         delivery of a properly  executed  exercise  notice  together  with such
         other documentation as the Administrator and the broker, if applicable,
         shall  require to effect an exercise of the Option and  delivery to the
         Company  of the  sale or loan  proceeds  required  to pay the  exercise
         price, (6) any combination of the foregoing methods of payment,  or (7)
         such other  consideration  and method of payment  for the  issuance  of
         Shares to the  extent  permitted  by  Applicable  Laws.  In making  its
         determination  as to the type of  consideration  to  accept,  the Board
         shall  consider if acceptance of such  consideration  may be reasonably
         expected to benefit the Company.

         9. Exercise of Option.

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

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

         An Option shall be deemed to be exercised  when written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment  may,  as  authorized  by  the  Board,  consist  of  any
consideration  and method of payment  allowable  under Section 8(c) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

         Exercise of an option in any manner  shall  result in a decrease in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

                  (b) Termination of Continuous Status as an Employee,  Director
         or Consultant.  In the event of termination of an Optionee's Continuous
         Status as an Employee,  Director or Consultant  with the Company,  such
         Optionee  may, but only within such period of time as is  determined by
         the   Administrator,   of  at  least   thirty  (30)  days,   with  such
         determination  in the case of an Incentive  Stock Option not  exceeding
         three (3) months  after the date of such  termination  (but in no event
         later than the expiration  date of the term of such Option as set forth
         in the Notice of Grant),  exercise his or her Option to the extent that
         Optionee was  entitled to exercise it at the date of such  termination.
         To the extent that  Optionee was not entitled to exercise the Option at
         the date of such
<PAGE>

         termination, or if Optionee does not exercise such Option to the extent
         so  entitled  within  the  time  specified  herein,  the  Option  shall
         terminate.

                  (c) Disability of Optionee.  Notwithstanding the provisions of
         Section  9(b)  above,  in the  event of  termination  of an  Optionee's
         Continuous Status as an Employee, Director or Consultant as a result of
         his total and permanent  disability (as defined in Section  22(e)(3) of
         the Code),  Optionee  may, but only within six (6) months from the date
         of such  termination (but in no event later than the expiration date of
         the term of such Option as set forth in the Notice of Grant),  exercise
         the Option to the extent otherwise  entitled to exercise it at the date
         of such  termination.  To the extent that  Optionee was not entitled to
         exercise the Option at the date of termination, or if Optionee does not
         exercise  such  Option  to the  extent  so  entitled  within  the  time
         specified herein, the Option shall terminate.

                  (d)  Death of  Optionee.  In the  event of  termination  of an
         Optionee's Continuous Status as an Employee,  Director or Consultant as
         a result of the death of an Optionee,  the Option may be exercised,  at
         any time within six (6) months  following  the date of death (but in no
         event later than the expiration  date of the term of such Option as set
         forth in the Notice of Grant),  by the Optionee's estate or by a person
         who   acquired   the  right  to  exercise  the  Option  by  bequest  or
         inheritance,  but only to the  extent  the  Optionee  was  entitled  to
         exercise the Option at the date of death.  To the extent that  Optionee
         was not  entitled  to exercise  the Option at the date of death,  or if
         Optionee does not exercise such option to the extent so entitled within
         the time specified herein, the Option shall terminate.

                  (e) Buyout Provisions. The Administrator may at any time offer
         to buy  out for a  payment  in cash or  Shares,  an  Option  previously
         granted,  based on such terms and conditions as the Administrator shall
         establish and  communicate  to the Optionee at the time that such offer
         is made.

         10.  Non-Transferability of Options. Unless determined otherwise by the
Administrator,  an  Option  may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner other than by shall or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         11. Adjustments Upon Changes in Capitalization;  Dissolution, Merger or
Asset Sale.

                  (a) Changes in Capitalization.  Subject to any required action
         by the  shareholders  of the  Company,  the  number of Shares of Common
         Stock covered by each outstanding  Option,  and the number of Shares of
         Common Stock which have been authorized for issuance under the Plan but
         as to  which  no  Options  have yet been  granted  or which  have  been
         returned to the Plan upon  cancellation or expiration of an Option,  as
         well as the  price  per  Share of  Common  Stock  covered  by each such
         outstanding Option, shall be proportionately  adjusted for any increase
         or decrease in the number of issued  Shares of Common  Stock  resulting
         from a stock split, reverse stock split, stock dividend, combination or
         reclassification of the Common Stock, or any other increase or decrease
         in the number of issued Shares of Common Stock effected without receipt
         of
<PAGE>

         consideration by the Company; provided, however, that conversion of any
         convertible  securities of the Company shall not be deemed to have been
         "effected without receipt of  consideration."  Such adjustment shall be
         made by the Board, whose  determination in that respect shall be final,
         binding  and  conclusive.  Except  as  expressly  provided  herein,  no
         issuance by the Company of Shares of stock of any class,  or securities
         convertible  into Shares of stock of any class,  shall  affect,  and no
         adjustment by reason  thereof shall be made with respect to, the number
         or price of Shares of Common Stock subject to an Option.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
         dissolution or  liquidation of the Company,  the Board shall notify the
         Optionee at least fifteen (15) days prior to such proposed  action.  To
         the  extent  it has not been  previously  exercised,  the  option  will
         terminate  immediately  prior  to the  consummation  of  such  proposed
         action.

                  (c)  Merger  or Asset  Sale.  In the  event of a merger of the
         Company with or into another corporation,  or the sale of substantially
         all of the assets of the  Company,  the  Option  shall be assumed or an
         equivalent option shall be substituted by such successor corporation or
         a parent or subsidiary of such successor corporation. In the event that
         the  successor  corporation  refuses  to assume or  substitute  for the
         Option,  the Board shall have the discretion  either (i) to permit each
         Optionee  to  exercise  the  Option  as to all of the  Optioned  Stock,
         including  Shares as to which it would not otherwise be  exercisable or
         (ii) to  terminate  the option with respect to unvested  Shares.  If an
         Option is  exercisable  in lieu of  assumption or  substitution  in the
         event of a merger or sale of assets, the Administrator shall notify the
         Optionee  that the Option  shall be fully  exercisable  for a period of
         fifteen  (15) days from the date of such  notice,  and the Option shall
         terminate upon the expiration of such period.  For the purposes of this
         paragraph,  the Option shall be  considered  assumed if,  following the
         merger or asset sale,  the option  confers the right to  purchase,  for
         each Share of Optioned Stock subject to the option immediately prior to
         the merger or asset sale, the  consideration  (whether stock,  cash, or
         other  securities or property)  received in the merger or asset sale by
         holders of Common  Stock for each Share held on the  effective  date of
         the transaction (and if holders were offered a choice of consideration,
         the type of  consideration  chosen by the  holders of a majority of the
         outstanding  Shares);  provided,  however,  that if such  consideration
         received in the merger or asset sale was not solely common stock of the
         successor  corporation or its parent,  the Administrator  may, with the
         consent of the successor  corporation and the participant,  provide for
         the  consideration to be received upon the exercise of the Option,  for
         each Share of Optioned Stock subject to the option, to be solely common
         stock of the successor  corporation  or its parent equal in fair market
         value to the per Share  consideration  received  by  holders  of Common
         Stock in the merger or asset sale.

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

         13. Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.  The  Board  may at any time
         amend,  alter,  suspend  or  discontinue  the Plan,  but no  amendment,
         alteration, suspension or
<PAGE>

         discontinuation  shall be made  which  would  impair  the rights of any
         Optionee under any grant theretofore made,  without his or her consent.
         In  addition,  to the extent  necessary  and  desirable  to comply with
         Applicable Laws, the Company shall obtain  shareholder  approval of any
         Plan amendment in such a manner and to such a degree as required.

                  (b) Effect of Amendment or Termination.  Any such amendment or
         termination  of the Plan shall not affect Options  already  granted and
         such Options  shall remain in full force and effect as if this Plan had
         not been  amended  or  terminated,  unless  mutually  agreed  otherwise
         between the Optionee and the Board,  which agreement must be in writing
         and signed by the Optionee and the Company.

         14.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant to the exercise of an Option unless the exercise of such option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

         As a condition  to the  exercise of an Option,  the Company may require
the person  exercising  such Option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

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

         The inability of the Company to obtain  authority  from any  regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to
be necessary  to the lawful  issuance  and sale of any Shares  hereunder,  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

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

         17. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.