Exhibit
10.10










STRATASYS,
INC.














INCENTIVE
STOCK OPTION PLAN























THIS
OPTION IS A GRANT OF AN INCENTIVE STOCK OPTION








AS
DEFINED UNDER SECTION 422








OF THE
I.R.S. CODE OF 1986, AS AMENDED
































(Employee
Name)


Certificate
(# assigned by CFO)














**STOCK
OPTION AGREEMENT**








Grant of
up to XXXX Options to (EMPLOYEE NAME) (the “Optionee”)





under
the





STRATASYS,
INC. Incentive Stock Option Plan (the “Plan”) 94-2





As
adopted by the Board of Directors on December 13, 1994








This
Option is a grant of an Incentive Stock Option


as
defined under Section 422


of the
I.R.S. Code of 1986, as amended








The
Purpose of the Plan





Stratasys,
Inc. (the “Grantor”) is a very young company. It will need the help of all its
employees to prosper and grow in a market where many of its competitors are
bigger and older - but not necessarily smarter.





The
success of Stratasys, Inc. will depend on many factors. One of the most
important is, the quality of its employees, the quality and dedication of their
work; the quality of their perseverance. This option is intended to help build a
strong company of employees. The proof of that strength, over time, will be
reflected in the financial performance and strength of Stratasys, Inc. Employees
who are chosen for and respond to the incentives in this option will positively
share in those financial rewards.





This
option, provided certain holding requirements are satisfied, is anticipated to
provide Optionee with special tax treatment. That is, any gain on the sale of
the shares of stock underlying the option will be taxed as Capital Gains at the
time of sale. No tax will be recognized on the grant of the option or, subject
to the alternative minimum tax rules, on the exercise thereof.





Our
Federal Government recognizes the value to our society of these entrepreneurial
ventures by allowing and encouraging corporations, like Stratasys, Inc. to sell
stock to its employees. Our Federal System then, in turn, provides and protects
through regulations several mechanisms and markets for the employee-shareholder
to experience and share in a very real way the financial growth of the Grantor,
which they have earned.





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______








This is
such a plan.





This
option is not intended to be a substitute for ordinary income, bonus for
specific performance, or as a year end bonus.





NOW,
THEREFORE, in consideration of the promises of the Optionee to remain in the
continuous service of the Grantor or any of its subsidiaries, and for other good
and valuable consideration, the Grantor hereby grants the Optionee options to
purchase Common Stock of the Grantor on the terms and conditions set forth in
this Agreement made as of (Date of Agreement) by and between Grantor, a Delaware
corporation having its principal place of business at 14950 Martin Drive, Eden
Prairie, Minnesota 55344 and the Optionee, residing at (Employee Home
Address).





1.  Option .





Pursuant
to the Plan, the Grantor hereby grants to the Optionee, subject to subpart (b)
of Paragraph 3 hereof, an Incentive Stock Option, as such term is defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to
purchase, at any time prior to 5:00 p.m. CST time on (TERMINATION DATE) up to
(WRITTEN AMOUNT) (NUMERIC AMOUNT) fully paid and non-assessable shares of the
Common Stock of the Grantor, par value $.01 per share, subject to the terms and
conditions of this Agreement, including the conditions for vesting set forth in
Section 3(c).





2.  Purchase
Price .





The
purchase price shall be $(PURCHASE PRICE) per share. The Grantor shall pay all
original issue or transfer taxes on the exercise of this option and all other
fees and expenses necessarily incurred by the Grantor in connection
therewith.





3.  Exercise
of Option .





(a)  The
Optionee shall notify the Grantor by registered or certified mail, return
receipt requested, addressed to its principal office as to the number of shares
which he desires to purchase under the options herein granted, which notice
shall be accompanied by payment (by cash or certified check) of the option price
therefore as specified in Paragraph 2 above. As soon as practicable thereafter,
the Grantor shall at its principal office tender to Optionee certificates issued
in the Optionee’s name evidencing the shares purchased by the
Optionee.





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______







(b)  If the
aggregate fair market value of all the stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year and all Incentive Stock Option plans of the Grantor, any
predecessor of the Grantor, its parent or subsidiaries, exceeds $100,000.00, the
Grant of the Incentive Stock Option hereunder shall not, to the extent of such
excess, be deemed a grant of an Incentive Stock Option but will instead be
deemed the grant of a Non-Qualified Stock Option under the Plan. For purposes
hereof, the fair market value of the stock with respect to which an Incentive
Stock Option is exercisable shall be the value of such stock at the time that
specific option is granted as provided for in Section 422(d) of the
Code.





(c)  The
option granted hereunder shall vest in, and become exercisable by Optionee in
accordance with the following schedule:





For
options corresponding to   On (1st
YR FOLLOWING EFF DATE)


XXXX
(DIVIDED BY 5 YEARS)


shares





For
options corresponding to   On
(2 nd YR
FOLLOWING EFF DATE)


XXXX
(DIVIDED BY 5 YEARS)


shares





For
options corresponding to   On (3rd
YR FOLLOWING EFF DATE)


XXXX
(DIVIDED BY 5 YEARS)


shares





For
options corresponding to   On (4th
YR FOLLOWING EFF DATE)


XXXX
(DIVIDED BY 5 YEARS)


shares





For
options corresponding to   On (5th
YR FOLLOWING EFF DATE)


XXXX
(DIVIDED BY 5 YEARS)


shares





This
option is cumulative, i.e. shares
need not be purchased on the date Optionee becomes vested herein. All options
terminate 5:00 p.m. CST time on (TERMINATION DATE) or such earlier time as
provided in Paragraph 4 hereof in the event Optionee’s employment with Grantor
is terminated.





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______



















4. Option
Conditioned on Continued Employment .




(a)  If the
employment of the Optionee shall be terminated by the Grantor for cause or
voluntarily by the Optionee, any option granted to the Optionee hereunder which
have not become exercisable shall immediately expire. The term “cause” shall
mean any material breach of Optionee of the performance of any of his duties to
the Grantor, any willful and material disclosure (other than in the normal
pursuit of the business of the Grantor) by Optionee to any person, firm or
corporation other than the Grantor, its subsidiaries and its and their
directors, officers and employees of any confidential information or trade
secret of the Grantor or any of its subsidiaries, any attempt by Optionee to
secure any personal profit at the expense of the Grantor or any of its
subsidiaries, material failure by the Optionee to devote such time as is
necessary to fulfill his usual and customary duties to the affairs of the
Grantor and its subsidiaries, and Optionee’s conviction of any crime or offense
involving money or other property of the Grantor or its subsidiaries or a crime
which constitutes a felony in the jurisdiction involved.





(b)  If the
Optionee dies (i) while employed by the Grantor or a subsidiary or parent
corporation, or (ii) within (3) months after the termination of his employment,
such option, subject to the provision of subparagraph (d) of this Paragraph 4,
may be exercised by a legatee or legatees of such option under the Optionee’s
last will or by his personal representatives or distributes at any time within
six (6) months after his death.





(c)  If the
Optionee becomes disabled within the definition of Section 22(e)(3) of the Code
while employed by the Grantor or a subsidiary or parent corporation, such
option, subject to the provision of subparagraph (d) of this Paragraph 4, may be
exercised at any time within six (6) months after his termination of employment
due to disability.





(d)  Subject
to subparagraph (e) of this Paragraph 4, an option may not be exercised pursuant
to this Paragraph 4 except to the extent that the Optionee was entitled to
exercise the option or any part thereof, at the time of termination of
employment or death, and in any event may not be exercised after the original
expiration date of the option.





(e)  In
addition, and notwithstanding anything contained herein to the contrary, in the
event the Optionee dies during such time as the Optionee is employed by the
Company, then fifty percent (50%) of any outstanding Options which have not
vested and are not exercisable by the optionee as of the date of death shall be
automatically deemed vested and exercisable by the optionee’s estate and/or his
legatees in accordance with subparagraph (b) of this Paragraph 4.





5.  Divisibility
and Non-Assignability of the Options .





(a)  The
Optionee may exercise the options herein granted from time to time during the
periods of their respective effectiveness with respect to any whole number of
shares included therein, but in no event may an option be exercised as to less
than one (100) shares at any one time, except for the remaining shares covered
by the option if less than one hundred (100).





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______










(b)  The
Optionee may not give, grant, sell, exchange, transfer legal title, pledge,
assign or otherwise encumber or dispose of the options herein granted or any
interest therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be exercisable during his
lifetime only by the Optionee.


6.  Stock
as Investment .





By
accepting this option, the Optionee agrees for himself, his heirs and legatees
that any and all shares purchased hereunder shall be acquired for investment and
not for distribution, and upon the issuance of any or all of the shares subject
to the option granted hereunder the Optionee, or his heirs or legatees receiving
such shares, shall deliver to the Grantor a representation in writing, that such
shares are being acquired in good faith for investment and not for distribution.
Grantor may place a “stop transfer” order with respect to such shares with its
transfer agent and place an appropriate restrictive legend on the stock
certificate.





7.  Restriction
on Issuance of Shares .





The
Grantor shall not be required to issue or deliver any certificate for shares of
its Common Stock purchased upon the exercise of any option unless (a) the
issuance of such shares has been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or counsel to the
Grantor shall have given an option that such registration is not required; (b)
approval, to the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof, and (c) permission for the listing
of such shares shall have been given by any national securities exchange on
which the Common Stock of the Grantor is at the time of issuance
listed.





8.  Notification
of Transfer for Tax Purposes .





In the
event Optionee sells any shares of Common Stock received upon the exercise of
such option at such time as would cause the sale of such stock to be not deemed
the sale of an Incentive Stock Option, Optionee shall notify Grantor as soon as
possible thereafter. Anything to the contrary contained herein notwithstanding,
the Board of Directors of the Grantor shall have the discretionary authority to
take any action necessary or appropriate to prevent these options from being
disqualified as “Incentive Stock Options” under the United States income tax
laws then in effect. The Company shall be entitled to withhold all amounts
required to pay any withholding tax which the Company is required by law to
withhold as a result of the exercise of an option granted hereunder and pay over
any amount so withheld.





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______







9.  Effect
of Mergers, Consolidations or Sales of Assets .










(a) In the event that the
outstanding shares of Common Stock are changed after the date hereof by reason
of recapitalization, reclassification, stock split-up, combination of exchange
of shares of Common Stock or the like, or by the issuance of dividends payable
in shares of Common Stock, an appropriate adjustment shall be made by the Board
of Directors, as determined by the Board of Directors and/or the Committee, in
the aggregate number of shares of Common Stock issuable upon exercise of the
outstanding Options, and the Option Price per share. In the event of any
consolidation or merger of the Company with or into another company, or the
conveyance of all or substantially all of the assets of the Company to another
company, each then outstanding Option shall upon exercise thereafter entitle the
holder thereof to such number of shares of Common Stock or other securities of
property to which a holder of shares of Common Stock of the Company would have
been entitled to upon such consolidation, merger or conveyance; and in any such
case appropriate adjustment, as determined by the Board of Directors of the
Company (or successor entity) shall be made as set forth above with respect to
any future changes in the capitalization of the Company or its successor entity.
In the event of the proposed dissolution or liquidation of the Company, all
outstanding Options under the Plan will automatically terminate, unless
otherwise provided by the Board of Directors of the Company or any authorized
committee thereof.





(b)  Notwithstanding
the above, this option may, at the discretion of the Board of Directors of the
Grantor and said other corporation, be exchanged for options to purchase shares
of capital stock of another corporation which the Grantor, and/or a subsidiary
thereof is merged into, consolidated with, or all or a substantial portion of
the property or stock of which is acquired by said other corporation or
separated or reorganized into. The terms, provisions and benefits to the
Optionee of such substituted option(s) shall in all respects be identical to the
terms, provisions and benefits of the Optionee under his Option(s) prior to said
substitution. To the extend the above may be inconsistent with Sections
424(a)(1) and (2) of the Code, the above shall be deemed interpreted so as to
comply therewith.





(c)  Any
adjustment in the number of shares of Common Stock shall apply proportionately
to only the unexercised portion of the Options granted hereunder. If fractions
of shares of Common Stock would result from any such adjustment, the adjustment
shall be revised to the next higher whole number of shares of Common Stock, so
long as such increase does not result in the holder of the option being deemed
to own more than 5% of the total combined voting power or value of all classes
of stock of the Grantor or its subsidiaries.





10.  No
Rights in Option Stock





Optionee
shall have no rights as a shareholder in respect of shares as to which the
option granted hereunder shall not have been exercised and payment made as
herein provided.





OPTIONEE’SINITIALS:
      ______
    GRANTOR’S
      OFFICER’S
      INITIALS:
      ______













11.  Effect
Upon Employment .


This
Agreement does not give the Optionee any right to continued employment by the
Grantor.





12.  Binding
Effect .





Except as
herein otherwise expressly provided, this Agreement shall be binding upon and
inure to the benefit of the parties hereto, their successors legal
representatives and assigns.





13.  Agreement
Subject to Plan .





Notwithstanding
anything contained herein to the contrary, this Agreement is subject to, and
shall be construed in accordance with, the terms of the Plan, and in the event
of any inconsistency between the terms hereof and the terms of the Plan, the
terms of the Plan shall govern.





14.  Miscellaneous .





This
Agreement shall be construed under the laws of the State of Delaware. Headings
have been included herein for convenience of reference only, and shall not be
deemed a part of the Agreement.





IN
WITNESS WHEREOF, the parties have executed this Agreement as of (EFFECTIVE
DATE).





STRATASYS,
INC.     ACCEPTED
AND AGREED TO:











By:
______________________________               
______________________________


Title:   (EMPLOYEE
NAME)