Exhibit
      4.13


QUANTA
      DISPLAY INC.


2002
      Employee Stock Option Plan


(Translation)





**1.**
            **Purpose**





In
      order
      to attract and retain the professionals required by the Company and provide
      incentives for employees to stay on their jobs and boost employees’ loyalty to
      the Company that benefits both the Company and the shareholders, the Company
      hereby makes this employee stock option plan (“Plan”) in accordance with Article
      28-3 of the Securities and Exchange Law and the Regulations Governing Offering
      and Issuance of the Securities by Issuers promulgated by the Securities and
      Futures Commission.





**2.**
            **Period
                of Grant**





The
      Company may grant the options in one or more tranches within one (1) year from
      the date of receipt of notice from the relevant authority (“Authority”)
      indicating that the Company’s filing of the Plan with the Authority has become
      effective.  The actual dates of grant will be determined by the
      Chairman of the Board of Directors of the Company (“Chairman”).





**3.**
            **Eligibility
                of Optionee**





Each
      optionee shall be a full-time employee of either the Company or any of its
      domestic or overseas subsidiaries, in which the Company’s direct (indirect)
      shareholding is more than 50% with certain job grade or having special
      contribution to the Company.  The record date to determine the
      eligibility will be determined by the Chairman and whether an employee is
      entitled to receive options, and the number of options to be received, shall
      be
      proposed by the human resource department in accordance with the relevant
      regulations at the time of grant and taking into consideration factors as
      relates to title, job grade, compensation, seniority, performance, contribution,
      or special achievement and the Company’s operation needs and the business
      development strategy and policy, further approved by the Chairman and submitted
      to the Board of Directors for approval.





The
      number
      of options granted to any optionee in any tranche shall not exceed ten percent
      (10%) of the total number of options granted in that trances, and the total
      number of options to be exercised by any optionee within each fiscal year shall
      not




exceed one percent (1%) of the outstanding common shares
        of
        the Company at the year end.


**4.**
            **Total
                Number of Options to be
                Granted**





The
      total
      number of options authorized to be granted with respect to the Plan is
      100,000,000 units, with one (1) unit entitled to subscribe one (1) common share
      of the Company.  The total number of common shares of the Company
      reserved for issuance upon exercise of the options is 100,000,000
      shares.





**5.**
            **Terms
                and Conditions**





(1)  The
      exercise price of the options shall be the net worth of the Company per share
      as
      shown in the most recent financial statements audited by the account
      .


(2)
            Vesting
                Schedule


(i)
            The
                grant period for options is six (6) years, during which employees
                may not
                transfer their options except to heirs.  Upon the expiration of
                the grant period, unexercised options are deemed forfeited by the
                employee.


(ii)
            Employees
                may exercise up to one-third of their options two years after the
                grant;
                employees may exercise up to two-thirds of their options three years
                after
                the grant; employees may exercise up to 100% of their options four
                years
                after the grant.


(iii)
            After
                the Company grants options to an optionee, the Company shall have
                the
                right to revoke and cancel unvested options in the event that the
                optionees violates employment or work rules with gross negligence
                or the
                optionees’ job performance decreases
                significantly.


(iv)
            The
                vesting period and percentage of options exercisable may be adjusted
                by
                the Board of Directors at the time of each
                issuance.


(3)
            Type
                of Shares Underlying the Options




The
      common
      shares of the Company shall be the underlying shares.




(4)
            If
                an optionee’s employment with the Company is terminated, the optionee
                shall settle options during the aforesaid grant period in accordance
                with
                the following provisions:




(i)        In
      case of general termination (including voluntary termination, retirement,
      severance and layoff) — Vested options shall be exercised within thirty (30)
      days from the employment termination date.  Unvested options shall
      become invalid on the employment termination date.




(ii)       Transfer
      to Affiliates — In case the optionee is approved by the Company’s General
      Manager to transfer to an affiliate or other company due to the necessity
      of







the
      operations of the Company, the rights and obligations of the granted options
      shall not be affected by such transfer.




(iii)       Temporarily
      on Leave Without Pay — In case the optionee is approved to be temporarily on
      leave without pay, vested options shall be exercised within thirty (30) days
      from the effective date of the temporary leave; otherwise, the right to exercise
      options shall be deferred until the optionee’s reinstatement.  For
      unvested options, the accumulation of years of employment with respect to the
      vesting schedule set forth in Paragraph 5(2) above shall suspend during the
      period of the optionee’s temporary leave and shall resume after the optionee’s
      reinstatement, subject to the aforesaid grant period.




(iv)  Work
      Injury — Options granted to the employees who are unable to remain on the job
      due to work injury will not be affected by such employees’ departure, provided
      that such options shall be exercised in accordance with the Plan.




(v)       Death
      — The heir(s) of the deceased employee inherit(s) the options granted to the
      deceased employee and such options will not be affected by the death of the
      employee, provided that the heir(s) of the deceased employees shall exercise
      such options in accordance with the Plan.  Inheriting shall be done in
      accordance with the Civil Code as well as the Regulations Governing Stock
      Affairs of Public Companies.




(vi)      If
      optionees or their heir(s) do not exercise the options within the above
      prescribed period, unexercised options are deemed forfeited by the optionees
      or
      their heir(s).




(5)       Manner
      to Handle the Forfeited Options — The Company will cancel all forfeited options
      without reissue.





**6.**
            **Underlying
                Shares**





The
      Company will issue new common shares of the Company as the underlying
      shares.





**7.        Adjustments
      of the Exercise Price**





(1)       The
      exercise price shall be subject to adjustment in accordance with the following
      formula (to be rounded to the nearest NT$0.01), upon the occurrence of changes
      in paid-in capital of the Company (as a result of issuance of new shares for
      cash, capitalization of retained earnings or capital reserves, stock split
      and
      issuance of new shares for cash as underlying shares of global depositary
      receipts).





NEP
      = OEP
      x [N + [(p x n)/OEP]/(N+ n)








Where:





NEP
      = the
      exercise price after such adjustment


OEP
      = the
      exercise price before such adjustment


N
      = the
      number of outstanding common shares


P=
      the
      consideration to purchase the new shares per share.


n
      = the
      number of new common shares to be issued for cash or arising from the
      capitalization of retained earnings or capital reserves or stock
      split





Note
      1:      The number of treasury shares which have
      not been transferred or cancelled shall be deducted from the number of
      outstanding common shares .





Note
      2:      In the case of capitalization of retained
      earnings or capital reserves, or stock split, the consideration is
      zero.





Note
      3:      If the exercise price after adjustment
      exceeds the exercise price before adjustment, no adjustment shall be
      made.





Note
      4:      The exercise price will not be adjusted in
      case of issuance of new common shares in connection with mergers.





(2)  After
      issuance of the options, if the Company distributes cash dividends, the exercise
      price shall be adjusted in accordance with the same ratio.





**8.           Issuance
      of Additional Options**





Upon
      the
      occurrence of the Company’s capitalization of retained earnings and capital
      reserves, in addition to adjusting the exercise price in accordance with
      provisions set forth in Paragraph 7(1) above, the Company will issue additional
      options in proportion to the increase of paid-in capital (only integral options
      will be issued and any fractional options resulting therefrom will be
      disregarded) at the adjusted price to holders of existing unvested or
      unexercised options, provided that there are sufficient common shares reserved
      for granting the options as specified in the Articles of Incorporation of the
      Company.








**9.           Procedures
      for Exercising Options**





(1)          Except
      during a period in which the shareholders’ book is closed in accordance with
      relevant laws; or, the period from three (3) business days prior to the date
      of
      public announcement to close shareholders’ book for stock dividends, cash
      dividends, or rights offering filed by the Company with the Taiwan Stock
      Exchange Corporation to the record date, optionee may exercise options in
      accordance with the vesting schedule set forth in Paragraph 5(2) above by
      submitting a written notice (the “Exercise Notice”) to the Company to purchase
      the newly issued common shares of the Company.





(2)           The
      Company shall inform the optionee of the payment for exercising the options
      to a
      designated bank upon the receipt of the Exercise Notice. The Exercise Notice
      shall not be withdrawn once the payment has been made.





(3)           The
      Company shall register the optionee and his/her shares in the shareholders
      record upon receipt of the payment and shall issue and deliver the common shares
      of the Company to the optionee via the book entry system maintained by Taiwan
      Depository & Clearing Corporation within five (5) business
      days.





(4)           The
      common shares so issued are listed and tradable on the Taiwan Stock Exchange
      upon delivery to the optionee.





(5)           The
      Company shall file the amendment registration application with the relevant
      authority after the end of each quarter for change in the Company’s paid-in
      capital.





**10.           Rights
      and Obligations after Exercising Options**





The
      holders of common shares of the Company issued upon exercise of the options
      shall have the same rights, obligations and privileges as holders of common
      shares of the Company.





**11.           Confidentiality
      and Restrictions on Disposal**





(1)           All
      employees who receive stock options of the Company must keep the matter
      confidential without inquiring other employees for information or disclosing
      related information to others, including but not limited to the number of
      options received and the interest related thereof.  Violation by an
      employee of this provision shall be handled in accordance with Paragraph
      5(2)(iii).








(2)           Employees
      shall not transfer, hypothecate, or pledge their options and vested interest,
      or
      give them to others as gift or dispose them in any other manner.





**12.           Enforcement
      Rules**





With
      respect to matters concerning the number of options to be granted, exercise
      of
      the options, payment and issuance of share certificate, other related
      procedures, and operation details and timing, the Company shall notify each
      option holders separately.





**13.           Other
      Important Provisions**





(1)           The
      Plan shall become effective upon obtaining approval from the Board of Directors
      of the Company and the Authority.  Amendments to the Plan may be made
      due to change of the regulations, requests from the Authority or change of
      the
      objective environment and such amendment shall be submitted to the Board of
      Directors for approval and submitted to the Authority for record.





(2)           Any
      other matters not set forth in the Plan shall be dealt with in accordance with
      the applicable laws and regulations.