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                                                                   EXHIBIT 10.52



                     DISCOVERY PARTNERS INTERNATIONAL, INC.

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN

                        AS AMENDED AND RESTATED EFFECTIVE
                                OCTOBER 29, 1998

                                    ARTICLE I
                               GENERAL PROVISIONS

        1. PURPOSE

             This 1995 Stock Option/Stock Issuance Plan ("Plan") is intended to
promote the interests of DISCOVERY PARTNERS INTERNATIONAL, INC. (the
"Corporation"), by providing individuals who render valuable services to the
Corporation (or any Parent or Subsidiary) with the opportunity to acquire
ownership interests in the Corporation so as to encourage them to continue to
render services to the Corporation (or any Parent or Subsidiary).

        2. STRUCTURE OF THE PLAN; TERMINOLOGY

             This Plan has two separate components: the Option Grant Program set
forth in Article II and the Stock Issuance Program set forth in Article III. For
the purposes of this Plan, any capitalized term shall have the meaning assigned
under Article IV, Section 8 hereof.

        3. ADMINISTRATION OF THE PLAN

             A. This Plan shall be administered either by the board of directors
of the Corporation (the "Board") or a committee of two (2) or more persons
appointed by the Board to which the Board has delegated administrative functions
under the Plan (the "Plan Administrator"). Members of any committee to which the
Board has delegated any administrative functions shall serve for such terms as
the Board shall determine and subject to the Board's right of removal. All
delegations of authority to any committee shall be and remain revocable by the
Board.

             B. The Plan Administrator shall have full power and authority to
implement, interpret and administer the Plan, to establish all such rules and
regulations as it deems appropriate, and to make such determinations under the
Plan and any outstanding option grants or share issuances as it deems necessary
or advisable. Decisions of the Plan Administrator shall be final and binding on
all parties who have an interest in the Plan or any outstanding option or share
issuance.

        4. SELECTION OF OPTIONEES AND PARTICIPANTS

             A. The persons eligible to receive share issuances under the Stock
Issuance Program and/or option grants pursuant to the Option Grant Program are
limited to Employees; non-employee members of the Board (or the Board of any
Parent or Subsidiary); and consultants


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and other independent contractors who provide valuable services to the
Corporation (or to any Parent or Subsidiary).

             B. The Plan Administrator shall have the absolute discretion and
authority to determine, subject to the provisions of this Plan, the terms of any
option grant or share issuance. In addition to any other matters over which the
Plan Administrator has discretion hereunder, the Plan Administrator shall
determine which, if any, eligible individuals will be granted options in
accordance with Article II of the Plan and which will be issued shares in
accordance with Article III of the Plan. With respect to option grants made
under the Plan, the Plan Administrator will determine the number of shares to be
covered by each such grant, the status of the granted option as either an
Incentive Option or a Non-Statutory Option, the time or times at which each
granted option is to become exercisable, the exercise price payable under the
option, the vesting schedule (if any) applicable to shares issued pursuant to
the granted options, and the maximum term for which the option may remain
outstanding. With respect to share issuances under the Stock Issuance Program,
in addition to other matters over which the Plan Administrator has discretion
hereunder, the Plan Administrator will determine the number of shares to be
issued to each issuee, the vesting schedule (if any) applicable to the issued
shares, and the consideration to be paid by the individual for such shares.

             C. Stock issuable under the Plan, whether under the Option Grant
Program or the Stock Issuance Program, may be subject to such restrictions on
transfer, repurchase rights or other restrictions as may be imposed by the Plan
Administrator and set forth in the documents governing such option or issuance.

        5. STOCK SUBJECT TO THE PLAN

             A. Common stock of the Corporation ("Common Stock") will be issued
under the Plan. The maximum number of shares of Common Stock which may be issued
over the term of the Plan shall not exceed 1,950,000 shares, subject to
adjustment from time to time in accordance with the provisions of this Section 5
of Article I.

             B. Shares reserved for issuance under granted options but not in
fact issued pursuant to options granted under the Plan due to the expiration or
termination of the option or the cancellation of the option in accordance with
Section 3 of Article II, will remain available for issuance under the Plan.
Shares actually issued under the Plan, whether pursuant to the exercise of an
option under the Option Grant Program or a stock issuance pursuant to the Stock
Issuance Program, which are subsequently repurchased by the Corporation will not
be available for future issuance.

             C. In the event any change is made to the Common Stock issuable
under the Plan by reason of any stock dividend, stock split, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without receipt of consideration, then appropriate adjustments
shall be made to (i) the aggregate number and/or class of shares issuable under
the Plan and (ii) the aggregate number and/or class of shares and the option
price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive.



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        6. AMENDMENT OF THE PLAN AND AWARDS

             A. The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall adversely affect the express rights or
obligations of an optionee with respect to options at the time outstanding under
the Plan, nor adversely affect the express rights of any issuee with respect to
Common Stock issued under the Plan prior to such action unless such optionee or
issuee consents to such amendment. In addition, the Board shall not, without the
approval of the Corporation's shareholders, amend the Plan so as to (i) increase
the maximum number of shares issuable under the Plan (except for adjustments
required under Article I, Section 5.C), (ii) materially increase the benefits
accruing under the Plan for individual optionees or issuees, or (iii) materially
modify the eligibility requirements for participation in the Plan.

             B. Options to purchase shares of Common Stock may be granted under
the Option Grant Program and shares of Common Stock may be issued under the
Stock Issuance Program, which are in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued under the Option Grant Program or the Stock Issuance Program are held in
escrow until shareholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan is
obtained. If such approval is not obtained within twelve (12) months after the
date the initial excess options are granted or issuances are made, then (I) any
unexercised options representing such excess shall terminate and cease to be
exercisable, (II) the Corporation shall promptly refund to the optionees and
issuees the option or purchase price paid for any excess shares issued under the
Plan and held in escrow, together with interest (at the applicable Short Term
Federal Rate) for the period the shares were held in escrow, and (III) any such
shares shall thereupon be automatically cancelled and cease to be outstanding

        7. EFFECTIVE DATE AND TERM OF PLAN

             A. The Plan shall become effective when adopted by the Board.
Options to purchase shares of Common Stock may be granted under the Option Grant
Program and shares of Common Stock may be issued under the Stock Issuance
Program from and after the effective date, provided any shares actually issued
under the Plan are held in escrow until shareholder approval of the Plan is
obtained. If such approval is not obtained within twelve (12) months after the
effective date, then (I) all options shall terminate and cease to be
exercisable, (II) the Corporation shall promptly refund to the optionees and
issuees the option or purchase price paid for any shares issued under the Plan,
together with interest (at the applicable Short Term Federal Rate) for the
period the shares were held in escrow, (III) any such shares issued under the
Plan shall thereupon be automatically cancelled and cease to be outstanding, and
(IV) this Plan shall terminate in its entirety.

             B. Unless sooner terminated by reason of Section 7A of this Article
I, the Plan shall terminate upon the earlier of (i) December 31, 2005, or (ii)
the date on which all shares available for issuance under the Plan have been
issued pursuant to the exercise of options granted under Article II or the
issuance of shares under Article III. The termination of the Plan shall have no
effect on any shares issued and outstanding under the Plan, and such securities
shall



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thereafter continue to have force and effect in accordance with the provisions
of the agreements evidencing such issuances.

        8. NO EMPLOYMENT OR SERVICE RIGHTS

             Nothing in the Plan shall confer upon any person any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary) or of the optionee or the issuee, which rights are hereby expressly
reserved by each, to terminate Service of the optionee or issuee at any time for
any reason whatsoever, with or without cause or to engage in any
recapitalization, reorganization or other corporate transaction whatsoever.

                                   ARTICLE II
                              OPTION GRANT PROGRAM

        1. TERMS AND CONDITIONS OF OPTIONS

             Options granted pursuant to the Plan shall be authorized by action
of the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options, except that individuals who
are not Employees may only be granted Non-Statutory Options. Each granted option
shall be evidenced by one or more instruments in the form approved by the Plan
Administrator; provided, however, that each such instrument shall comply with
the terms and conditions of Section 1 of this Article II and each instrument
evidencing an Incentive Option shall, in addition, comply with the provisions of
Section 2 of this Article II.

             A. OPTION PRICE.

                    (I) The option price per share shall be fixed by the Plan
Administrator. In no event, however, shall the option price per share be less
than eighty-five percent (85%) of the Fair Market Value of a share of Common
Stock on the date of the option grant.

                    (II) The option price per share shall become immediately due
upon exercise of the option and shall, subject to the provisions of Article IV,
Section 1 and the agreement evidencing such grant, be payable in cash or check
drawn to the Corporation's order. Notwithstanding the above, should the
Corporation's outstanding Common Stock be registered under Section 12(g) of the
1934 Act, at the time the option is exercised, then the option price may also be
paid as follows:

                         - in shares of Common Stock held by the optionee for
             the requisite period necessary to avoid a charge to the
             Corporation's earnings for financial reporting purposes and valued
             at Fair Market Value; or

                         - through a special sale and remittance procedure
             pursuant to which the optionee provides irrevocable written
             instructions (I) to a designated brokerage firm to effect the
             immediate sale of the purchased shares and remit to the
             Corporation, out of the sale proceeds available on the settlement
             date, an amount sufficient to cover the aggregate option price
             payable for the purchased shares plus all applicable Federal and



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             State income and employment taxes required to be withheld by the
             Corporation by reason of such purchase and (II) to the Corporation
             to deliver the certificates for the purchased shares directly to
             such brokerage firm in order to effect the sale transaction.

Except to the extent such sale and remittance procedure is utilized, payment of
the option price must occur at the time the option is exercised.

             B. TERM AND EXERCISE OF OPTIONS. Each option granted under the Plan
shall be exercisable at such time or times, during such period, and for such
number of shares as shall be determined by the Plan Administrator and set forth
in the stock option agreement evidencing such option. However, no option granted
under the Plan shall have a term in excess of ten (10) years from the grant
date.

             C. NO ASSIGNMENT. During the lifetime of the optionee, the option
shall be exercisable only by the optionee and shall not be assignable or
transferable by the optionee otherwise than by will or by the laws of descent
and distribution following, the optionee's death.

             D. TERMINATION OF SERVICE. The following provisions shall govern
the exercise period applicable to any options held by the optionee at the time
of cessation of Service or death:

                    (I) Should the optionee cease to remain in Service for any
reason other than death or Permanent Disability, then the period during which
each outstanding option held by such optionee is to remain exercisable shall be
limited to the three (3)-month period following the date of such cessation of
Service.

                    (II) Should such Service terminate by reason of Permanent
Disability or should the optionee die while holding one or more outstanding
options, then the period during which each such option is to remain exercisable
shall be limited to the twelve (12)-month period following the date of the
optionee's cessation of Service or death. During the limited exercise period
following the optionee's death, the option may be exercised by the personal
representative of the optionee's estate or by the person or persons to whom the
option is transferred pursuant to the optionee's will or in accordance with the
laws of descent and distribution.

                    (III) The Plan Administrator shall have full power and
authority to extend (either at the time the option is granted or at any time
while the option remains outstanding) the period of time for which the option is
to remain exercisable following the optionee's cessation of Service, from the
limited period otherwise applicable under this subsection 1D of Article II, to
such greater period of time as the Plan Administer may deem appropriate under
the circumstances.

                    (IV) Notwithstanding the above no option shall be
exercisable after the specified expiration date of the option term.

                    (V) Each option shall, during the applicable limited
exercise period, be exercisable only with respect to the shares for which the
option was exercisable on the date of the optionee's cessation of Service.



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        E. CORPORATE TRANSACTIONS. Except to the extent otherwise provided in
the option agreement, each option, to the extent not previously exercised, will
terminate and cease to be exercisable upon the consummation of one or more of
the following shareholder-approved transactions (a "Corporate Transaction"):

                    (i) a merger or consolidation in which the Corporation is
        not the surviving entity,

                    (ii) the sale, transfer or other disposition of all or
        substantially all of the Corporation's assets, or

                    (iii) any transaction (other than an issuance of shares by
        the Corporation for cash) in or by means of which one or more persons
        acting in concert acquire, in the aggregate, more than 50% of the
        outstanding shares of the stock of the Corporation.

             F. LEAVE OF ABSENCE. An optionee shall not be considered to have
terminated his or her Service to the Corporation by reason of any leave of
absence approved by the Corporation or to which the optionee may be entitled
under law. Notwithstanding the above, no rights of an optionee under any option
which are dependent upon the continued performance of Service shall accrue or
vest optionee during any such leave of absence unless otherwise provided by the
Plan Administrator in the agreement evidencing the option or in the exercise of
its discretion hereunder. The Plan Administrator shall make such adjustments to
the vesting schedule otherwise applicable with respect to the optionee as it
deems appropriate to reflect the suspension of such accrual or vesting during
any such leave of absence.

             G. SHAREHOLDER RIGHTS. An optionee shall not have rights as a
shareholder with respect to any shares subject to an option until such optionee
shall have exercised the option and paid the option price.

        2. INCENTIVE OPTIONS

             All provisions of the Plan shall be applicable to Incentive Options
granted hereunder and, in addition, the terms and conditions specified in this
Section 2 shall be applicable to Incentive Options granted under the Plan.
Options which are specifically designated as Non-Statutory Options when issued
under the Plan shall not be subject to such terms and conditions set forth
herein.

             A. OPTION PRICE.

                    (I) The option price per share of the Common Stock subject
to an Incentive Option shall in no event be less than one hundred percent (100%)
of the Fair Market Value of a share of Common Stock on the grant date.

                    (II) If the individual to whom the option is granted is a
10% Shareholder, then the option price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value of the Common Stock on the
date of the option grant.



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             B. DOLLAR LIMITATION. The aggregate Fair Market Value (determined
as of the date or dates of grant) of Common Stock which first becomes
exercisable during any one calendar year as Incentive Options granted to any
Employee under any option plan of the Corporation (or any parent or subsidiary
corporation) shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds options which become exercisable in
the same calendar year, the foregoing limitation on such options shall be
applied on the basis of the order in which such options are granted. Any options
in excess of such limitation which purport to be Incentive Options shall
automatically be treated as Non-statutory Options.

             C. TERM OF OPTION FOR 10% SHAREHOLDERS. No option granted to a 10%
Shareholder shall have a term in excess of five (5) years from the grant date.

        3. CANCELLATION AND NEW GRANT OF OPTIONS

             The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or a
different numbers of shares of Common Stock but having an option price per share
established at the time of such cancellation and regrant in accordance with the
provisions of this Plan.

                                   ARTICLE III
                             STOCK ISSUANCE PROGRAM

        1. STOCK ISSUANCES

             Shares of Common Stock shall be issuable under the Stock Issuance
Program through direct and immediate issuances without any intervening stock
option grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement ("Issuance Agreement") in a form acceptable to the Plan Administrator,
which form shall be in compliance with the provisions of the Plan.

        2. ISSUE PRICE

             The purchase price per share shall be fixed by the Plan
Administrator, but in no event shall it be less than eighty-five percent (85%)
of the Fair Market Value of a share of Common Stock at the time of issuance.

        3. PAYMENT OF ISSUE PRICE

             Except as provided in Article IV, Section 1, shares shall be issued
only in exchange for cash, a check payable to the Corporation, for services
previously rendered to the Corporation (or any Parent or Subsidiary) or such
other lawful consideration as may be acceptable to the Plan Administrator.



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                                   ARTICLE IV
                                  MISCELLANEOUS

        1. LOANS

             A. The Plan Administrator may assist any optionee or issuee (other
than a non-employee director) in the exercise of one or more options granted to
such optionee under the Option Grant Program or the purchase of one or more
shares to be issued to such issuee under the Stock Issuance Program, including
the satisfaction of any Federal and State income and employment tax obligations
arising therefrom, by (i) authorizing the extension of a loan from the
Corporation to such optionee or issuee, or (ii) permitting the optionee or
issuee to pay the option price or purchase price for the purchased Common Stock
in installments over a period of years.

             B. The terms of any loan or installment method of payment
(including the interest rate and terms of repayment) shall be established by the
Plan Administrator in its sole discretion. Loans or installment payments may be
authorized with or without security or collateral. However, any loan made to a
consultant or other non-employee advisor must be secured by property other than
the purchased shares of Common Stock. In all events the maximum credit available
to each optionee or issuee may not exceed the sum of (i) the aggregate option
price or purchase price payable for the purchased shares plus (ii) any Federal
and State income and employment tax liability incurred by the optionee or issuee
in connection with such exercise or purchase.

             C. The Plan Administrator may, in its absolute discretion,
determine that one or more loans extended under the financial assistance program
shall be subject to forgiveness by the Corporation in whole or in part upon such
terms and conditions as the Board in its discretion deems appropriate.

        2. VESTING OF SHARES AND REPURCHASE RIGHTS

             A. The Plan Administrator, in its absolute discretion, may issue
fully and immediately vested shares of Common Stock, or the Plan Administrator
may impose such vesting requirements as it deems appropriate with the
Corporation retaining a right to repurchase any unvested shares. The terms of
the vesting schedule and of the Corporation's repurchase rights shall be as
determined by the Plan Administrator and set forth in the agreement governing
such issuance.

             B. Any new, additional or different shares of stock or other
property (including money paid other than as a regular cash dividend) which the
holder of unvested Common Stock may have the right to receive by reason of a
stock dividend, stock split, reclassification or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting and repurchase
limitations applicable to the unvested Common Stock with respect to which it was
paid or arose, and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.



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             C. No person to whom shares of Common Stock have been issued
pursuant to the Plan may transfer any such shares which have not vested.
Notwithstanding the above, the issuee shall have the right to make a gift of
unvested shares acquired under the Plan to his/her spouse, parents or issue or
to a trust established for such spouse, parents or issue, provided the
transferee of such shares delivers to the Corporation a written agreement to be
bound by all the provisions of the Plan and the Issuance or Stock Purchase
Agreement executed by the issuee at the time of his/her acquisition of the
gifted shares.

        3. MARKET STAND-OFF AGREEMENTS

             The Plan Administrator may require each person to whom any shares
are issued under this Plan to enter into an agreement which restricts or
prohibits the sale of any stock of the Corporation by such person for a
reasonable period of time following a public offering of any shares of stock by
the Corporation.

        4. RIGHT OF FIRST REFUSAL

             Until such time as the Corporation's outstanding shares of Common
Stock are first registered under Section 12(g) of the 1934 Act, the Plan
Administrator may subject any shares issued pursuant to the Plan to a right of
first refusal with respect to any proposed disposition of such shares other than
a transfer permitted by Section 2.C of this Article IV. Such right of first
refusal shall be exercisable by the Corporation (or its assignees) in accordance
with the terms and conditions specified in the instrument governing the issuance
of such shares.

        5. SECURITIES LAWS; LEGENDS

             A. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until the Corporation shall have determined
that there has been full and adequate compliance with all applicable
requirements of the Federal and state securities laws and all other applicable
legal and regulatory requirements.

             B. Shares issued under the Plan shall bear such legends as the Plan
Administrator deems necessary or appropriate, including such restrictive legends
as the Plan Administrator shall require to reflect the terms of any agreement
between the issuee and the Corporation.

        6. SHAREHOLDER RIGHTS

             Subject to the rights of the Corporation set forth herein or in any
other agreement entered into between the Corporation and an issuee of shares
under the Plan, each person to whom shares of Common Stock have been issued
under the Plan shall have all the rights of a shareholder with respect to those
shares whether or not his/her interest in such shares is vested. Accordingly,
the issuee shall have the right to vote such shares and to receive any cash
dividends or other distributions paid or made with respect to such shares.



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        7. ACCELERATION

             The Plan Administrator may, in its discretion, provide for the
automatic acceleration, upon a change of control, corporate transaction and/or
other circumstance, of the time at which any option will become exercisable or
for the lapse of any repurchase right tied to vesting by including a provision
to such effect in the documents evidencing the rights of the optionee or issuee.
The Plan Administrator may accelerate exercisability and/or vesting at such
other times as it may determine in its sole discretion.

        8. DEFINITIONS

             The following definitions shall be in effect under this Plan:

             A. EMPLOYEE shall mean an individual who is in the employ of the
Corporation or any Parent or Subsidiary, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

             B. FAIR MARKET VALUE per share of Common Stock on any relevant date
under the Plan shall be the value determined in accordance with the following
provisions:

                    (i) If the Common Stock is not at the time listed or
        admitted to trading on any Stock Exchange but is traded on the NASDAQ
        National Market System, the Fair Market Value shall be the closing
        selling price per share of Common Stock on the date in question, as the
        price is reported by the National Association of Securities Dealers
        through the NASDAQ National Market System or any successor system. If
        there is no closing selling price for the Common Stock on the date in
        question, then the Fair Market Value shall be the closing selling price
        on the last preceding date for which such quotation exists.

                    (ii) If the Common Stock is at the time listed or admitted
        to trading on any Stock Exchange, then the Fair Market Value shall be
        the closing selling price per share of Common Stock on the date in
        question on the Stock Exchange determined by the Plan Administrator to
        be the primary market for the Common Stock, as such price is officially
        quoted in the composite tape of transactions on such exchange. If there
        is no closing selling price for the Common Stock on the date in
        question, then the Fair Market Value shall be the closing selling price
        on the last preceding date for which such quotation exists.

                    (iii) If the Common Stock is at the time neither listed nor
        admitted to trading on any Stock Exchange nor traded on the NASDAQ
        National Market System, then such Fair Market Value shall be determined
        by the Plan Administrator after taking into account such factors as the
        Plan Administrator shall deem appropriate.

             C. INCENTIVE OPTION shall mean a stock option which satisfies the
requirements of Internal Revenue Code Section 422.

             D. NON-STATUTORY OPTION shall mean a stock option not intended to
meet the requirements of Code Section 422.



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             E. PARENT shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

             F. PERMANENT DISABILITY shall have the meaning assigned to such
term in Code Section 22(e)(3).

             G. SERVICE shall mean the provision of services to the Corporation
or any Parent or Subsidiary by an individual in the capacity of an Employee, a
non-employee member of the Board or a consultant or independent contractor.

             H. SUBSIDIARY shall mean each corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

             I. 10% SHAREHOLDER shall mean the owner of stock (as determined
under Code Section 424(d)) possessing ten percent (10%) or more of the total
combined voting power of all classes of stock of the Corporation.

        9. USE OF PROCEEDS

             Any cash proceeds received by the Corporation from the issuance of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

        10. WITHHOLDING

             The Corporation's obligation to deliver shares upon the exercise of
any options granted under Article II or the purchase of any shares issued under
Article III shall be subject to the satisfaction of all applicable Federal,
State and local income and employment tax withholding requirements.

        11. REGULATORY APPROVALS

             The implementation of the Plan, the granting of any options under
the Option Grant Program, the issuance of any shares under the Stock Issuance
Program, and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.

        12. FINANCIAL REPORTS

             The Corporation shall deliver a balance sheet and an income
statement at least annually to each individual holding an outstanding option
under the Plan, unless such individual



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is a key Employee whose duties in connection with the Corporation (or any Parent
or Subsidiary) assure such individual access to equivalent information.



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