Exhibit 10.8

                                 GENETHERA, INC.
            2004 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN


1. DEFINITIONS

Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this GeneThera, Inc. Employee, Director and
Consultant Stock Option Plan, have the following meanings:

      Administrator means the Board of Directors, unless it has delegated power
      to act on its behalf to a committee. (See Paragraph 4)

      Affiliate means a corporation which, for purposes of Section 424 of the
      Code, is a parent or subsidiary of the Company, direct or indirect.

      Board of Directors means the Supervisory Board of the Company.

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

      Committee means the Committee to which the Board of Directors has
      delegated power to act under or pursuant to the provisions of the Plan.

      Common Stock means ordinary shares of the Company, 0.001 par value.
      Company means GeneThera.Inc. , corporation incorporated under the laws of
      Florida.

      Disability or Disabled means permanent and total disability as defined in
      Section 22(e)(3) of the Code. Fair Market Value of a Share of Common Stock
      means:

      (1)   If the Common Stock is listed on a national securities exchange or
            traded in the over-the-counter market and sales prices are regularly
            reported for the Common Stock, the closing or last price of the
            Common Stock on the Composite Tape or other comparable reporting
            system on the applicable date.

      (2)   If the Common Stock is not traded on a national securities exchange
            but is traded on the over-the-counter market, if sales prices are
            not regularly reported for the Common Stock for the trading days or
            day referred to in clause (1), and if bid and asked prices for the
            Common Stock are regularly reported, either (a) the average of the
            mean between the bid and the asked price for the Common Stock at the
            close of trading in the over-the-counter market for the ten (10)
            trading days on which Common Stock was traded immediately preceding
            the applicable date or (b) the mean between the bid and the asked
            price for the Common Stock at the close of trading in the
            over-the-counter market for the trading day on which Common Stock
            was traded immediately preceding the applicable date, as the
            Administrator shall determine; and

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      (3)   If the Common Stock is neither listed on a national securities
            exchange nor traded in the over-the-counter market, such value as
            the Administrator, in good faith, shall determine.

      Key Employee means an employee of the Company or of an Affiliate
      (including, without limitation, an employee who is also serving as an
      officer or director of the Company or of an Affiliate), designated by the
      Administrator to be eligible to be granted one or more Options under the
      Plan.

      Non-Qualified Option means an option, which is not intended to qualify as
      an ISO.

      Option means a Non-Qualified Option granted under the Plan.

      Option Agreement means an agreement between the Company and a Participant
      delivered pursuant to the Plan.

      Participant means a Key Employee, director, member of the Board of
      Directors or consultant to whom one or more Options are granted under the
      Plan. As used herein, "Participant" shall include "Participant's
      Survivors" where the context requires.

      Participant's Survivors means a deceased Participant's legal
      representatives and/or any person or persons who acquired the
      Participant's rights to an Option by will or by the laws of descent and
      distribution.

      Plan means this GeneThera, Inc. 2004 Employee, Director and Consultant
      Stock Option Plan.

      Shares means shares of the Common Stock as to which Options have been or
      may be granted under the Plan or any shares of capital stock into which
      the Shares are changed or for which they are exchanged within the
      provisions of Paragraph 3 of the Plan. The Shares issued upon exercise of
      Options granted under the Plan may be authorized and unissued shares or
      shares held by the Company in its treasury, or both.

2. PURPOSES OF THE PLAN.
The Plan is intended to encourage ownership of Shares by Participants in order
to attract such people, to induce them to work for the benefit of the Company or
of an Affiliate and to provide additional incentive for them to promote the
success of the Company or of an Affiliate.

3. SHARES SUBJECT TO THE PLAN.
The number of Shares subject to this Plan as to which Options may be granted
from time to time shall be 2,000,000, or the equivalent of such number of Shares
after the Administrator, in its sole discretion, has interpreted the effect of
any stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 16 of the Plan. If an Option ceases to
be "outstanding", in whole or in part, the Shares which were subject to such

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Option shall be available for the granting of other Options under the Plan. Any
Option shall be treated as "outstanding" until such Option is exercised in full,
or terminates or expires under the provisions of the Plan, or by agreement of
the parties to the pertinent Option Agreement.

4. ADMINISTRATION OF THE PLAN.
The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to a Committee. At such
time as Section 16 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), is applicable to any Plan Participants, the Plan is intended to comply in
all respects with Rule 16b-3 or its successors, promulgated pursuant to Section
16 of the 1934 Act with respect to Participants who are subject to Section 16 of
the 1934 Act, and any provision in this Plan with respect to such persons
contrary to Rule 16b-3 shall be deemed null and void to the extent permissible
by law and deemed appropriate by the Administrator. Subject to the provisions of
the Plan, the Administrator is authorized to:

      a.    Interpret the provisions of the Plan or of any Option or Option
            Agreement and to make all rules and determinations which it deems
            necessary or advisable for the administration of the Plan;

      b.    Determine which employees of the Company or of an Affiliate shall be
            designated as Key Employees and which of the Key Employees,
            directors and consultants shall be granted Options;

      c.    Determine the number of Shares for which an Option or Options shall
            be granted;

      d.    Specify the terms and conditions upon which an Option or Options may
            be granted; and

      e.    Adopt any sub-plans applicable to residents of any specified
            jurisdiction as it deems necessary or appropriate in order to comply
            with or take advantage of any tax laws applicable to the Company or
            to Plan Participants or to otherwise facilitate the administration
            of the Plan, which sub-plans may include additional restrictions or
            conditions applicable to Options or Shares acquired upon exercise of
            Options. Subject to the foregoing, the interpretation and
            construction by the Administrator of any provisions of the Plan or
            of any Option granted under it shall be final, unless otherwise
            determined by the Board of Directors, if the Administrator is other
            than the Board of Directors.

5. ELIGIBILITY FOR PARTICIPATION.
The Administrator will, in its sole discretion, name the Participants in the
Plan, provided, however, that each Participant must be a Key Employee, director
or consultant of the Company or of an Affiliate at the time an Option is
granted. Notwithstanding any of the foregoing provisions, the Administrator may
authorize the grant of an Option to a person not then an employee, director or

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consultant of the Company or of an Affiliate. The actual grant of such Option,
however, shall be conditioned upon such person becoming eligible to become a
Participant at or prior to the time of the execution of the Option Agreement
evidencing such Option. Non-Qualified Options may be granted to any Key
Employee, director or consultant of the Company or an Affiliate. No resident of
the United States shall be granted in any one year Options to purchase more than
500,000 Shares. The granting of any Option to any individual shall neither
entitle that individual to, nor disqualify him or her from, participation in any
other grant of Options.

6. TERMS AND CONDITIONS OF OPTIONS.
Each Option shall be set forth in writing in an Option Agreement, duly executed
by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Administrator may provide that Options be granted
subject to such conditions as the Administrator may deem appropriate including,
without limitation, subsequent approval by the shareholders of the Company of
this Plan or any amendments thereto. The Option Agreements shall be subject to
at least the following terms and conditions:

      Non-Qualified Options: Each Option intended to be a Non-Qualified Option
      shall be subject to the terms and conditions which the Administrator
      determines to be appropriate and in the best interest of the Company,
      subject to the following minimum standards for any such Non-Qualified
      Option:

      a.    Option Price: The option price (per share) of the Shares covered by
            each Option shall be determined by the Administrator but shall not
            be less than the par value per share of Common Stock.

      b.    Each Option Agreement shall state the number of Shares to which it
            pertains;

      c.    Each Option Agreement shall state the date or dates on which it
            first is exercisable and the date after which it may no longer be
            exercised, and may provide that the Option rights accrue or become
            exercisable in installments over a period of months or years, or
            upon the occurrence of certain conditions or the attainment of
            stated goals or events; and

      d.    Exercise of any Option may be conditioned upon the Participant's
            execution of a Share purchase agreement in form satisfactory to the
            Administrator providing for certain protections for the Company and
            its other shareholders including requirements that:

            i.    The Participant's or the Participant's Survivors' right to
                  sell or transfer the Shares may be restricted; and

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            ii.   The Participant or the Participant's Survivors may be required
                  to execute letters of investment intent and must also
                  acknowledge that the Shares will bear legends noting any
                  applicable restrictions.

7. EXERCISE OF OPTION AND ISSUE OF SHARES.
An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address, or to the
Company's designee, together with provision for payment of the full purchase
price in accordance with this paragraph for the Shares as to which such Option
is being exercised, and upon compliance with any other condition(s) set forth in
the Option Agreement. Such written notice shall be signed by the person
exercising the Option, shall state the number of Shares with respect to which
the Option is being exercised and shall contain any representation required by
the Plan or the Option Agreement. Payment of the purchase price for the Shares
as to which such Option is being exercised shall be made (a) in United States
dollars or such other currencies as may be determined by the Administrator, in
cash or by check, or (b) at the discretion of the Administrator, through
delivery of shares of Common Stock having a fair market value equal as of the
date of the exercise to the cash exercise price of the Option, determined in
good faith by the Administrator, or (c) at the discretion of the Administrator,
by delivery of the grantee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the applicable Federal rate, as
defined in Section 1274(d) of the Code, or (d) at the discretion of the
Administrator, in accordance with a cashless exercise program established with a
securities brokerage firm, and approved by the Administrator or (e) at the
discretion of the Administrator, by any combination of (a), (b), (c) and (d)
above. The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation which requires the Company
to take any action with respect to the Shares prior to their issuance. The
Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid Shares. The Administrator shall have the right to
accelerate the date of exercise of any installment of any Option. The
Administrator may, in its discretion, amend any term or condition of an
outstanding Option provided (i) such term or condition as amended is permitted
by the Plan, (ii) any such amendment shall be made only with the consent of the

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Participant to whom the Option was granted, or in the event of the death of the
Participant, the Participant's Survivors, if the amendment is adverse to the
Participant, and (iii) with respect to any Option held by any Participant who is
subject to the provisions of Section 16(a) of the 1934 Act, any such amendment
shall be made only after the Administrator, after consulting with counsel for
the Company, determines whether such amendment would constitute the grant of a
new Option.

8. RIGHTS AS A SHAREHOLDER.
No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and tender of the full purchase price for the Shares
being purchased pursuant to such exercise and registration of the Shares in the
Company's share register in the name of the Participant.

9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.
By its terms, an Option granted to a Participant shall not be transferable by
the Participant other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules thereunder,
provided, however, that the designation of a beneficiary of an Option by a
Participant shall not be deemed a transfer prohibited by this Paragraph. Except
as provided in the preceding sentence, an Option shall be exercisable, during
the Participant's lifetime, only by such Participant (or by his or her legal
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Option or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon an Option, shall be null and void.

10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE".
Except as otherwise provided in the pertinent Option Agreement, in the event of
a termination of service (whether as an employee, director or consultant) with
the Company or an Affiliate before the Participant has exercised all Options,
the following rules apply:

      a.    A Participant who ceases to be an employee, director or consultant
            of the Company or of an Affiliate (for any reason other than
            termination "for cause", Disability, or death for which events there
            are special rules in Paragraphs 11, 12, and 13, respectively), may
            exercise any Option granted to him or her to the extent that the
            Option is exercisable on the date of such termination of service,
            but only within such term as the Administrator has designated in the
            pertinent Option Agreement.

      b.    The provisions of this Paragraph, and not the provisions of
            Paragraph 12 or 13, shall apply to a Participant who subsequently

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            becomes disabled or dies after the termination of employment,
            director status or consultancy, provided, however, in the case of a
            Participant's death within three (3) months after the termination of
            employment, director status or consulting, the Participant's
            Survivors may exercise the Option within one (1) year after the date
            of the Participant's death, but in no event after the date of
            expiration of the term of the Option.

      c.    Notwithstanding anything herein to the contrary, if subsequent to a
            Participant's termination of employment, termination of director
            status or termination of consultancy, but prior to the exercise of
            an Option, the Board of Directors determines that, either prior or
            subsequent to the Participant's termination, the Participant engaged
            in conduct which would constitute "cause", then such Participant
            shall forthwith cease to have any right to exercise any Option.

      d.    A Participant to whom an Option has been granted under the Plan who
            is absent from work with the Company or with an Affiliate because of
            temporary disability (any disability other than a permanent and
            total Disability as defined in Paragraph 1 hereof), or who is on
            leave of absence for any purpose, shall not, during the period of
            any such absence, be deemed, by virtue of such absence alone, to
            have terminated such Participant's employment, director status or
            consultancy with the Company or with an Affiliate, except as the
            Administrator may otherwise expressly provide, subject to Paragraph
            24 hereof.

      e.    Options granted under the Plan shall not be affected by any change
            of employment or other service within or among the Company and any
            Affiliates, so long as the Participant continues to be an employee,
            director or consultant of the Company or any Affiliate, provided,
            however, if a Participant's employment by either the Company or an
            Affiliate should cease (other than to become an employee of an
            Affiliate or the Company), such termination shall affect the
            Participant's rights under any Option granted to such Participant in
            accordance with the terms of the Plan and the pertinent Option
            Agreement.

11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".
Except as otherwise provided in the pertinent Option Agreement, the following
rules apply if the Participant's service (whether as an employee, director or
consultant) with the Company or an Affiliate is terminated "for cause" prior to
the time that all of his or her outstanding Options have been exercised:

      a.    All outstanding and unexercised Options as of the date the
            Participant is notified his or her service is terminated "for cause"

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            will immediately be forfeited, unless the Option Agreement provides
            otherwise.

      b.    For purposes of this Paragraph, "cause" shall include (and is not
            limited to) dishonesty with respect to the employer,
            insubordination, substantial malfeasance or non-feasance of duty,
            unauthorized disclosure of confidential information, breach by the
            Participant of any provision of any employment, consulting,
            advisory, nondisclosure, noncompetition or similar agreement between
            the Participant and the Company or any Affiliate, conduct
            substantially prejudicial to the business of the Company or any
            Affiliate and any interpretation under applicable. The determination
            of the Administrator as to the existence of cause will be conclusive
            on the Participant and the Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service but prior to the exercise of an Option, that
            either prior or subsequent to the Participant's termination the
            Participant engaged in conduct which would constitute "cause", then
            the right to exercise any Option is forfeited.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to such Participant.

12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.
Except as otherwise provided in the pertinent Option Agreement, a Participant
who ceases to be an employee, director or consultant of the Company or of an
Affiliate by reason of Disability may exercise any Option granted to such
Participant:

      a.    To the extent exercisable but not exercised on the date of
            Disability; and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of any additional rights as would
            have accrued had the Participant not become Disabled prior to the
            end of the accrual period which next ends following the date of
            Disability. The proration shall be based upon the number of days of
            such accrual period prior to the date of Disability.

A Disabled Participant may exercise such rights only within a period of not more
than one (1) year after the date that the Participant became Disabled,

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notwithstanding that the Participant might have been able to exercise the Option
as to some or all of the Shares on a later date if he or she had not become
disabled and had continued to be an employee, director or consultant or, if
earlier, within the originally prescribed term of the Option.

The Administrator shall make the determination both of whether Disability has
occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
Except as otherwise provided in the pertinent Option Agreement, in the event of
the death of a Participant to whom an Option has been granted while the
Participant is an employee, director or consultant of the Company or of an
Affiliate, such Option may be exercised by the Participant's Survivors:

      a.    To the extent exercisable but not exercised on the date of death;
            and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of any additional rights which
            would have accrued had the Participant not died prior to the end of
            the accrual period which next ends following the date of death. The
            proration shall be based upon the number of days of such accrual
            period prior to the Participant's death. If the Participant's
            Survivors wish to exercise the Option, they must take all necessary
            steps to exercise the Option within one (1) year after the date of
            death of such Participant, notwithstanding that the decedent might
            have been able to exercise the Option as to some or all of the
            Shares on a later date if he or she had not died and had continued
            to be an employee, director or consultant or, if earlier, within the
            originally prescribed term of the Option.

14. PURCHASE FOR INVESTMENT.
Unless the offering and sale of the Shares to be issued upon the particular
exercise of an Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:

      a.    The person(s) who exercise such Option shall warrant to the Company,
            prior to the receipt of such Shares, that such person(s) are

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            acquiring such Shares for their own respective accounts, for
            investment, and not with a view to, or for sale in connection with,
            the distribution of any such Shares, in which event the person(s)
            acquiring such Shares shall be bound by the provisions of the
            following legend which shall be endorsed upon any certificate(s)
            evidencing their Shares issued pursuant to such exercise or such
            grant:

            "The shares represented by this certificate have been taken for
            investment and they may not be sold or otherwise transferred by any
            person, including a pledgee, unless (1) either (a) a Registration
            Statement with respect to such shares shall be effective under the
            Securities Act of 1933, as amended, or (b) the Company shall have
            received an opinion of counsel satisfactory to it that an exemption
            from registration under such Act is then available, and (2) there
            shall have been compliance with all applicable state securities
            laws.

      b.    The Company shall have received an opinion of its U.S. counsel that
            the Shares may be issued upon such particular exercise in compliance
            with the 1933 Act without registration thereunder. The Company may
            delay issuance of the Shares until completion of any action or
            obtaining of any consent which the Company deems necessary under any
            applicable law (including, without limitation, state securities or
            "blue sky" laws).

15. DISSOLUTION OR LIQUIDATION OF THE COMPANY.
Upon the dissolution or liquidation of the Company, all Options granted under
this Plan which as of such date shall not have been exercised will terminate and
become null and void; provided, however, that if the rights of a Participant or
a Participant's Survivors have not otherwise terminated and expired, the
Participant or the Participant's Survivors will have the right immediately prior
to such dissolution or liquidation to exercise any Option to the extent that the
Option is exercisable as of the date immediately prior to such dissolution or
liquidation.

16. ADJUSTMENTS.
Upon the occurrence of any of the following events, a Participant's rights with
respect to any Option granted to him or her hereunder which have not previously
been exercised in full shall be adjusted as hereinafter provided, unless
otherwise specifically provided in the written agreement between the Participant
and the Company relating to such Option:

      A.    Stock Dividends and Stock Splits. If the shares of Common Stock
            shall be subdivided or combined into a greater or smaller number of
            shares or if the Company shall issue any shares of Common Stock as a
            stock dividend on its outstanding Common Stock, the number of shares
            of Common Stock deliverable upon the exercise of such Option shall

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            be appropriately increased or decreased proportionately, and
            appropriate adjustments shall be made in the purchase price per
            share to reflect such subdivision, combination or stock dividend.

      B.    Consolidations or Mergers. If the Company is to be consolidated with
            or acquired by another entity in a merger, sale of all or
            substantially all of the Company's assets or otherwise (an
            "Acquisition"), the Administrator or the board of directors of any
            entity assuming the obligations of the Company hereunder (the
            "Successor Board"), shall, as to outstanding Options, either (i)
            make appropriate provision for the continuation of such Options by
            substituting on an equitable basis for the Shares then subject to
            such Options either the consideration payable with respect to the
            outstanding shares of Common Stock in connection with the
            Acquisition or securities of any successor or acquiring entity; or
            (ii) upon written notice to the Participants, provide that all
            Options must be exercised (either to the extent then exercisable or,
            at the discretion of the Administrator, all Options being made fully
            exercisable for purposes of this subsection), within a specified
            number of days of the date of such notice, at the end of which
            period the Options shall terminate; or (iii) terminate all Options
            in exchange for a cash payment equal to the excess of the Fair
            Market Value of the shares subject to such Options (either to the
            extent then exercisable or, at the discretion of the Administrator,
            all Options being made fully exercisable for purposes of this
            subsection) over the exercise price thereof.

      C.    Recapitalization or Reorganization. In the event of a
            recapitalization or reorganization of the Company (other than a
            transaction described in subparagraph B above) pursuant to which
            securities of the Company or of another corporation are issued with
            respect to the outstanding shares of Common Stock, a Participant
            upon exercising an Option shall be entitled to receive for the
            purchase price paid upon such exercise the securities he or she
            would have received if he or she had exercised such Option prior to
            such recapitalization or reorganization.

17. ISSUANCES OF SECURITIES.
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 subject to Options. Except as expressly provided
herein, no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company.

18. FRACTIONAL SHARES.
No fractional share shall be issued under the Plan and the person exercising
such right shall receive from the Company cash in lieu of such fractional share
equal to the Fair Market Value thereof.

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19. WITHHOLDING.
In the event that any United States federal, other country, state, or local
income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or governmental
regulation to be withheld from the Option holder's salary, wages or other
remuneration in connection with the exercise of an Option or a Disqualifying
Disposition (as defined in Paragraph 21), the Option holder shall advance in
cash to the Company, or to any Affiliate of the Company which employs or
employed the Option holder, the amount of such withholdings unless a different
withholding arrangement, including the use of shares of the Company's Common
Stock, is authorized by the Administrator (and permitted by law), provided,
however, that with respect to persons subject to Section 16 of the 1934 Act, any
such withholding arrangement shall be in compliance with any applicable
provisions of Rule 16b-3 promulgated under Section 16 of the 1934 Act. For
purposes hereof, the fair market value of the shares withheld for purposes of
payroll withholding shall be determined in the manner provided in Paragraph 1
above, as of the most recent practicable date prior to the date of exercise. If
the fair market value of the shares withheld is less than the amount of payroll
withholdings required, the Option holder may be required to advance the
difference in cash to the Company or the Affiliate employer. The Administrator
in its discretion may condition the exercise of an Option for less than the then
Fair Market Value on the Participant's payment of such additional withholding.

20. TERMINATION OF THE PLAN.
The Plan will terminate on March 31, 2014, the date which is ten (10) years from
the earlier of the date of its adoption and the date of its approval by the
shareholders of the Company. The Plan may be terminated at an earlier date by
vote of the shareholders of the Company; provided, however, that any such
earlier termination will not affect any Options granted or Option Agreements
executed prior to the effective date of such termination.

21. AMENDMENT OF THE PLAN AND AGREEMENTS.
The Plan may be amended by the shareholders of the Company. The Plan may also be
amended by the Administrator, including, without limitation, to the extent
necessary to qualify any or all outstanding Options granted under the Plan or
Options to be granted under the Plan for favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, to the extent necessary to ensure
the qualification of the Plan under Rule 16b-3, at such time, if any, as any
Plan Participants are subject to Section 16 of the 1934 Act, and to the extent
necessary to qualify the shares issuable upon exercise of any outstanding

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Options granted, or Options to be granted, under the Plan for listing on any
national securities exchange or quotation in any national automated quotation
system of securities dealers. Any amendment approved by the Administrator which
is of a scope that requires shareholder approval in order to ensure favorable
federal income tax treatment for any incentive stock options or requires
shareholder approval in order to ensure the compliance of the Plan with Rule
16b-3 at such time, if any, as any Plan Participants are subject to Section 16
of the 1934 Act, shall be subject to obtaining such shareholder approval. Any
modification or amendment of the Plan shall not, without the consent of a
Participant, adversely affect his or her rights under an Option previously
granted to him or her. With the consent of the Participant affected, the
Administrator may amend outstanding Option Agreements in a manner which may be
adverse to the Participant but which is not inconsistent with the Plan. In the
discretion of the Administrator, outstanding Option Agreements may be amended by
the Administrator in a manner which is not adverse to the Participant.

22. EMPLOYMENT OR OTHER RELATIONSHIP.
Nothing in this Plan or any Option Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy or director status or to give any Participant a
right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

23. GOVERNING LAW.
This Plan shall be construed and enforced in accordance with the Law of
Delaware.