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                                                                    EXHIBIT 10.2

                   THE 2004 INDEPENDENT DIRECTORS OPTION PLAN

                                       OF

                             STRATAGENE CORPORATION

            Stratagene Corporation, a Delaware corporation, has adopted the 2004
Independent Directors Option Plan of Stratagene Corporation, (the "Plan"),
effective June 1, 2004, for the benefit of its non-employee directors.

            The purposes of the Plan are as follows:

            (1)   To provide an additional incentive for Independent Directors
(as defined below) to further the growth, development and financial success of
the Company by personally benefiting through the ownership of Company stock
and/or rights which recognize such growth, development and financial success.

            (2)   To enable the Company to obtain and retain the services of
Independent Directors considered essential to the long range success of the
Company by offering them an opportunity to own stock in the Company and/or
rights which will reflect the growth, development and financial success of the
Company.

                                   ARTICLE I.

                                   DEFINITIONS

            Wherever the following terms are used in the Plan they shall have
the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.

            1.1.  "Administrator" shall mean the Board, who shall conduct the
general administration of the Plan as provided herein.

            1.2.  "Board" shall mean the Board of Directors of the Company.

            1.3.  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            1.4.  "Common Stock" shall mean the common stock of the Company, par
value $0.0001 per share.

            1.5. "Company" shall mean Stratagene Corporation, a Delaware
corporation.

            1.6. "Director" shall mean a member of the Board.

            1.7. "DRO" shall mean a domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.

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            1.8.  "Employee" shall mean any officer or other employee (as
defined in accordance with Section 3401(c) of the Code) of the Company, or of
any corporation which is a Subsidiary, or any entity which is a Noncorporate
Affiliate.

            1.9.  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            1.10. "Fair Market Value" shall mean, as of any date, the value of
the Common Stock determined as follows:

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

                  (b)   If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date prior to the date of determination as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or

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

            1.11. "Holder" shall mean a person who has been granted an Option.

            1.12. "Independent Director" shall mean a member of the Board who is
not an Employee of the Company.

            1.13. "Noncorporate Affiliate" shall mean any partnership or limited
liability company (other than the Company or a Subsidiary) in an unbroken chain
of partnerships, limited liability companies, or corporations beginning with the
Company if each of the partnerships, limited liability companies, or
corporations other than the last partnership, limited liability company, or
corporation in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain or 50% or more of the capital or profits interests in
one of the partnerships or limited liability companies in such chain. For
purposes of the Plan, an employee of any limited liability company that is
disregarded as a separate entity under Section 7701 of the Code shall be treated
as an employee of the partnership, limited liability company or corporation
owning all of the interests in such disregarded entity.

            1.14. "Option" shall mean a Non-Qualified Stock Option granted under
Article III of the Plan.

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            1.15. "Option Agreement" shall mean a written agreement executed by
an authorized officer of the Company and the Holder which shall contain such
terms and conditions with respect to an Option as the Administrator shall
determine, consistent with the Plan.

            1.16. "Plan" shall mean the 2004 Independent Directors Option Plan
of Stratagene Corporation.

            1.17. "Public Trading Date" shall mean the first date upon which
Common Stock of the Company is listed (or approved for listing) upon notice of
issuance on any securities exchange or designated (or approved for designation)
upon notice of issuance as a national market security on an interdealer
quotation system.

            1.18. "Securities Act" shall mean the Securities Act of 1933, as
amended.

            1.19. "Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns 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.

            1.20. "Termination of Directorship" shall mean the time when a
Holder who is an Independent Director ceases to be a Director for any reason,
including, but not by way of limitation, a termination by resignation, failure
to be elected, death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent Directors.

                                   ARTICLE II.

                             SHARES SUBJECT TO PLAN

            2.1.  Shares Subject to Plan. The shares of stock subject to Options
shall be Common Stock, initially shares of the Company's Common Stock. Subject
to adjustment as provided in Section 6.3, the aggregate number of such shares
which may be issued with respect to Options granted under the Plan shall not
exceed 300,000. The shares of Common Stock issuable with respect to such Options
may be either previously authorized but unissued shares or treasury shares.

            2.2.  Add-back of Options. If any Option expires or is canceled
without having been fully exercised, or is exercised in whole or in part for
cash as permitted by the Plan, the number of shares subject to such Option but
as to which such Option was not exercised prior to its expiration, cancellation
or exercise may again be optioned or granted hereunder, subject to the
limitations of Section 2.1. Furthermore, any shares subject to Options which are
adjusted pursuant to Section 6.3 and become exercisable with respect to shares
of stock of another corporation shall be considered cancelled and may again be
optioned or granted hereunder, subject to the limitations of Section 2.1. Shares
of Common Stock which are delivered by the Holder or withheld by the Company
upon the exercise of any Option under the Plan, in payment

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of the exercise price thereof or tax withholding thereon, may again be optioned
or granted hereunder, subject to the limitations of Section 2.1.

                                  ARTICLE III.

                  GRANTING OF OPTIONS TO INDEPENDENT DIRECTORS

            3.1.  Eligibility. Each Independent Director of the Company shall be
eligible to be granted Options at the times and in the manner set forth in
Section 3.2.

            3.2.  Granting of Options to Independent Directors. During the term
of the Plan, each person who is an Independent Director as of the Public Trading
Date automatically shall be granted (a) an Option to purchase 20,000 shares of
Common Stock (subject to adjustment as provided in Section 6.3) on the Public
Trading Date, and (b) an Option to purchase 10,000 shares of Common Stock
(subject to adjustment as provided in Section 6.3) on the date of each annual
meeting of stockholders after the Public Trading Date at which the Independent
Director is reelected to the Board. During the term of the Plan, a person who is
initially elected or appointed to the Board after the Public Trading Date and
who is an Independent Director at the time of such initial election or
appointment automatically shall be granted (x) an Option to purchase 20,000
shares of Common Stock (subject to adjustment as provided in Section 6.3) on the
date of such initial election or appointment, and (y) an Option to purchase
10,000 shares of Common Stock (subject to adjustment as provided in Section 6.3)
on the date of each annual meeting of stockholders thereafter at which such
Independent Director is reelected to the Board; provided, however, that
notwithstanding the foregoing clause (y), with respect to the first annual
meeting of stockholders following such Independent Director's initial election
or appointment to the Board, such Independent Director shall only be granted the
number of shares of Common Stock (subject to adjustment as provided in Section
6.3), rounded up to the nearest whole share, equal to: (i) 10,000, multiplied by
(ii) a fraction, the numerator of which shall equal the number of full calendar
months that have elapsed from the date of such Independent Director's initial
election or appointment until the first annual meeting of stockholders occurring
thereafter and the denominator of which shall equal twelve. All of the foregoing
Option grants authorized by this Section 3.2 are subject to stockholder approval
of the Plan.

            3.3.  Options in Lieu of Cash Compensation. Options may be granted
under the Plan to Independent Directors in lieu of directors' fees which would
otherwise be payable to such Independent Directors, pursuant to such policies
which may be adopted by the Administrator from time to time.

            3.4.  Terms of Options Granted to Independent Directors.

                  (a)   The price per share of the shares subject to each Option
      granted to an Independent Director pursuant to Section 3.2 of the Plan
      shall equal 100% of the Fair Market Value of a share of Common Stock on
      the date the Option is granted. Options granted to Independent Directors
      pursuant to Section 3.2 of the Plan shall become

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      exercisable in cumulative annual installments of one-third (1/3) on each
      of the first, second and third anniversaries of the date of the Option
      grant.

                  (b)   The price per share of the shares subject to each Option
      granted to an Independent Director pursuant to Section 3.3 of the Plan
      shall be set by the Administrator; provided, however, that such price
      shall be no less than 85% of the Fair Market Value of a share of Common
      Stock on the date the Option is granted. The period during which the right
      to exercise, in whole or in part, an Option granted to an Independent
      Director pursuant to Section 3.3 of the Plan shall be set by the
      Administrator.

                  (c)   At any time after grant of an Option, the Administrator
      may, in its sole and absolute discretion and subject to whatever terms and
      conditions it selects, accelerate the period during which an Option
      granted to an Independent Director vests.

                  (d)   Subject to Section 4.6, the term of each Option granted
      to an Independent Director shall be 10 years from the date the Option is
      granted. No portion of an Option which is unexercisable at Termination of
      Directorship shall thereafter become exercisable.

                                   ARTICLE VI.

                               EXERCISE OF OPTIONS

            4.1.  Partial Exercise. An exercisable Option may be exercised in
whole or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Administrator may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.

            4.2.  Manner of Exercise. All or a portion of an exercisable Option
shall be deemed exercised upon delivery of all of the following to the Secretary
of the Company or his or her office:

                  (a)   A written notice complying with the applicable rules
      established by the Administrator stating that the Option, or a portion
      thereof, is exercised. The notice shall be signed by the Holder or other
      person then entitled to exercise the Option or such portion of the Option;

                  (b)   Such representations and documents as the Administrator,
      in its absolute discretion, deems necessary or advisable to effect
      compliance with all applicable provisions of the Securities Act and any
      other federal or state securities laws or regulations. The Administrator
      may, in its absolute discretion, also take whatever additional actions it
      deems appropriate to effect such compliance including, without

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      limitation, placing legends on share certificates and issuing
      stop-transfer notices to agents and registrars;

                  (c)   In the event that the Option shall be exercised pursuant
      to Section 6.1 by any person or persons other than the Holder, appropriate
      proof of the right of such person or persons to exercise the Option; and

                  (d)   Full cash payment to the Secretary of the Company for
      the shares with respect to which the Option, or portion thereof, is
      exercised. However, the Administrator may, in its discretion, (i) allow
      payment, in whole or in part, through the delivery of shares of Common
      Stock which have been owned by the Holder for at least six months, duly
      endorsed for transfer to the Company with a Fair Market Value on the date
      of delivery equal to the aggregate exercise price of the Option or
      exercised portion thereof; (ii) allow payment, in whole or in part,
      through the delivery of property of any kind which constitutes good and
      valuable consideration; (iii) allow payment, in whole or in part, through
      the delivery of a notice that the Holder has placed a market sell order
      with a broker with respect to shares of Common Stock then issuable upon
      exercise of the Option, and that the broker has been directed to pay a
      sufficient portion of the net proceeds of the sale to the Company in
      satisfaction of the Option exercise price, provided that payment of such
      proceeds is then made to the Company upon settlement of such sale; or (iv)
      allow payment through any combination of the consideration provided in the
      foregoing subparagraphs (i), (ii) and (iii).

            4.3.  Conditions to Issuance of Stock Certificates. The Company
shall not be required to issue or deliver any certificate or certificates for
shares of stock purchased upon the exercise of any Option or portion thereof
prior to fulfillment of all of the following conditions:

                  (a)   The admission of such shares to listing on all stock
      exchanges on which such class of stock is then listed;

                  (b)   The completion of any registration or other
      qualification of such shares under any state or federal law, or under the
      rulings or regulations of the Securities and Exchange Commission or any
      other governmental regulatory body which the Administrator shall, in its
      absolute discretion, deem necessary or advisable;

                  (c)   The obtaining of any approval or other clearance from
      any state or federal governmental agency which the Administrator shall, in
      its absolute discretion, determine to be necessary or advisable;

                  (d)   The lapse of such reasonable period of time following
      the exercise of the Option as the Administrator may establish from time to
      time for reasons of administrative convenience; and

                  (e)   The receipt by the Company of full payment for such
      shares, including payment of any applicable withholding tax, which in the
      discretion of the

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      Administrator may be in the form of consideration used by the Holder to
      pay for such shares under Section 4.2(d).

            4.4.  Rights as Stockholders. Holders shall not be, nor have any of
the rights or privileges of, stockholders of the Company in respect of any
shares purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
Holders.

            4.5.  Exercise, Ownership and Transfer Restrictions. The
Administrator, in its absolute discretion, may impose such restrictions on the
exercise of an Option and the ownership and transferability of the shares
purchasable upon the exercise of an Option as it deems appropriate. Any such
restriction shall be set forth in the respective Option Agreement and may be
referred to on the certificates evidencing such shares.

            4.6.  Limitations on Exercise of Options Granted to Independent
Directors. No Option granted to an Independent Director may be exercised to any
extent by anyone after the first to occur of the following events:

                  (a)   The expiration of 12 months from the date of the
      Holder's death;

                  (b)   The expiration of 12 months from the date of the
      Holder's Termination of Directorship by reason of his or her permanent and
      total disability (within the meaning of Section 22(e)(3) of the Code);

                  (c)   The expiration of three months from the date of the
      Holder's Termination of Directorship for any reason other than such
      Holder's death or his or her permanent and total disability, unless the
      Holder dies within said three-month period; or

                  (d)   The expiration of 10 years from the date the Option was
      granted.

            4.7.  Additional Limitations on Exercise of Options. Holders may be
required to comply with any timing or other restrictions with respect to the
settlement or exercise of an Option, including a window-period limitation, as
may be imposed in the discretion of the Administrator.

                                  ARTICLE VII.

                                 ADMINISTRATION

            5.1.  Duties and Powers of Administrator. It shall be the duty of
the Board to conduct the general administration of the Plan in accordance with
its provisions. The Board shall have the power to interpret the Plan and the
Option Agreements, and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith, and to
interpret, amend or revoke any such rules. The Board shall also have the power
to amend any Option Agreement provided that the rights or obligations of the
Holder of the Option that is the subject of any such Option Agreement are not
affected adversely thereby; provided, however,

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that without the approval of the stockholders of the Company, the Board shall
not authorize the amendment of any outstanding Option to reduce its exercise
price. Notwithstanding anything contained herein, no Option shall be canceled
and replaced with the grant of an Option having a lower exercise price without
the approval of the stockholders of the Company. Grants under the Plan need not
be the same with respect to each Holder.

            5.2.  Professional Assistance; Good Faith Actions. All expenses and
liabilities which members of the Board incur in connection with the
administration of the Plan shall be borne by the Company. The Board may employ
attorneys, consultants, accountants, appraisers, brokers or other persons. The
Board, the Company and the Company's officers and Directors shall be entitled to
rely upon the advice, opinions or valuations of any such persons. All actions
taken and all interpretations and determinations made by the Board in good faith
shall be final and binding upon all Holders, the Company and all other
interested persons. No members of the Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or Options, and all members of the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

            6.1.  Not Transferable.

                  (a)   No Option under the Plan may be sold, pledged, assigned
      or transferred in any manner other than by will or the laws of descent and
      distribution or, subject to the consent of the Administrator, pursuant to
      a DRO, unless and until such Option has been exercised, or the shares
      underlying such Option have been issued, and all restrictions applicable
      to such shares have lapsed. No Option or interest or right therein shall
      be liable for the debts, contracts or engagements of the Holder or his or
      her successors in interest or shall be subject to disposition by transfer,
      alienation, anticipation, pledge, encumbrance, assignment or any other
      means whether such disposition be voluntary or involuntary or by operation
      of law by judgment, levy, attachment, garnishment or any other legal or
      equitable proceedings (including bankruptcy), and any attempted
      disposition thereof shall be null and void and of no effect, except to the
      extent that such disposition is permitted by the preceding sentence.

                  (b)   During the lifetime of the Holder, only he or she may
      exercise an Option (or any portion thereof) granted to him or her under
      the Plan, unless it has been disposed of with the consent of the
      Administrator pursuant to a DRO. After the death of the Holder, any
      exercisable portion of an Option may, prior to the time when such portion
      becomes unexercisable under the Plan or the applicable Option Agreement,
      be exercised by his or her personal representative or by any person
      empowered to do so under the deceased Holder's will or under the then
      applicable laws of descent and distribution.

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            6.2.  Amendment, Suspension or Termination of the Plan. Except as
otherwise provided in this Section 6.2, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Administrator. However, without approval of the Company's
stockholders before or after the action by the Administrator, no action of the
Administrator may, except as provided in Section 6.3, increase the limits
imposed in Section 2.1 on the maximum number of shares which may be issued under
the Plan, and no action of the Administrator may be taken that would otherwise
require approval by the Company's stockholders as a matter of applicable law,
regulation or rule. No amendment, suspension or termination of the Plan shall,
without the consent of the Holder, alter or impair any rights or obligations
under any Option theretofore granted, unless the Option itself otherwise
expressly so provides. No Options may be granted during any period of suspension
or after termination of the Plan. Unless sooner terminated in accordance with
this Section 6.2, the Plan shall terminate on May 31, 2014.

            6.3.  Changes in Common Stock or Assets of the Company, Acquisition
or Liquidation of the Company and Other Corporate Events.

                  (a)   In the event that the Administrator determines that any
      dividend or other distribution (whether in the form of cash, Common Stock,
      other securities or other property), recapitalization, reclassification,
      stock split, reverse stock split, reorganization, merger, consolidation,
      split-up, spin-off, combination, repurchase, liquidation, dissolution, or
      sale, transfer, exchange or other disposition of all or substantially all
      of the assets of the Company, or exchange of Common Stock or other
      securities of the Company, issuance of warrants or other rights to
      purchase Common Stock or other securities of the Company, or other similar
      corporate transaction or event, in the Administrator's sole discretion,
      affects the Common Stock such that an adjustment is determined by the
      Administrator to be appropriate in order to prevent dilution or
      enlargement of the benefits or potential benefits intended to be made
      available under the Plan or with respect to an Option, then the
      Administrator shall, in such manner as it may deem equitable, adjust any
      or all of:

                        (i)   The number and kind of shares of Common Stock (or
            other securities or property) with respect to which Options may be
            granted;

                        (ii)  The number and kind of shares of Common Stock (or
            other securities or property) subject to outstanding Options; and

                        (iii) The grant or exercise price with respect to any
            Options.

                  (b)   Subject to Section 6.3(c), in the event of any
      transaction or event described in Section 6.3(a) or any unusual or
      nonrecurring transactions or events affecting the Company, any affiliate
      of the Company, or the financial statements of the Company or any
      affiliate, or of changes in applicable laws, regulations or accounting

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      principles, the Administrator, in its sole and absolute discretion, and on
      such terms and conditions as it deems appropriate, either by the terms of
      the Option or by action taken prior to the occurrence of such transaction
      or event and either automatically or upon the Holder's request, is hereby
      authorized to take any one or more of the following actions whenever the
      Administrator determines that such action is appropriate in order to
      prevent dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan or with respect to any Option
      under the Plan, to facilitate such transactions or events or to give
      effect to such changes in laws, regulations or principles:

                        (i)   To provide for either the purchase of any such
            Option for an amount of cash equal to the amount that could have
            been attained upon the exercise of such Option or realization of the
            Holder's rights had such Option been currently exercisable or
            payable or fully vested or the replacement of such Option with other
            rights or property selected by the Administrator in its sole
            discretion;

                        (ii)  To provide that the Option cannot vest, be
            exercised or become payable after such event;

                        (iii) To provide that such Option shall be exercisable
            as to all shares covered thereby, notwithstanding anything to the
            contrary in Section 3.4 or the provisions of such Option;

                        (iv)  To provide that such Option be assumed by the
            successor or survivor corporation, or a parent or subsidiary
            thereof, or shall be substituted for by similar options or rights
            covering the stock of the successor or survivor corporation, or a
            parent or subsidiary thereof, with appropriate adjustments as to the
            number and kind of shares and prices; and

                        (v)   To make adjustments in the number and type of
            shares of Common Stock (or other securities or property) subject to
            outstanding Options.

                  (c)   The Administrator may, in its discretion, include such
      further provisions and limitations in any Option, agreement or
      certificate, as it may deem equitable and in the best interests of the
      Company.

                  (d)   The existence of the Plan, the Option Agreement and the
      Options granted hereunder shall not affect or restrict in any way the
      right or power of the Company or the stockholders of the Company to make
      or authorize any adjustment, recapitalization, reorganization or other
      change in the Company's capital structure or its business, any merger or
      consolidation of the Company, any issue of stock or of options, warrants
      or rights to purchase stock or of bonds, debentures, preferred or prior
      preference stocks whose rights are superior to or affect the Common Stock
      or the rights thereof or which are convertible into or exchangeable for
      Common Stock, or the dissolution or

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      liquidation of the Company, or any sale or transfer of all or any part of
      its assets or business, or any other corporate act or proceeding, whether
      of a similar character or otherwise.

            6.4.  Approval of Plan by Stockholders. The Plan will be submitted
for the approval of the Company's stockholders after the date of the Board's
initial adoption of the Plan, and any amendment to the Plan increasing the
aggregate number of shares of Common Stock issuable under the Plan will be
submitted for the approval of the Company's stockholders after the date of the
Board's adoption of such amendment. Options may be granted prior to such
stockholder approval, provided that such Options shall not be exercisable nor
shall such Options vest prior to the time when the Plan is approved by the
stockholders, and provided further that if such approval is not obtained, all
Options previously granted under the Plan shall thereupon be canceled and become
null and void.

            6.5.  Forfeiture Provisions. Pursuant to its general authority to
determine the terms and conditions applicable to Options under the Plan, the
Administrator shall, to the extent permitted by applicable law, have the right
to provide, in the terms of Options made under the Plan, or to require a Holder
to agree by separate written instrument, that (a)(i) any proceeds, gains or
other economic benefit actually or constructively received by the Holder upon
any receipt or exercise of the Option, or upon the receipt or resale of any
Common Stock underlying the Option, must be paid to the Company, and (ii) the
Option shall terminate and any unexercised portion of the Option (whether or not
vested) shall be forfeited, if (b)(i) a Termination of Directorship occurs prior
to a specified date, or within a specified time period following receipt or
exercise of the Option, or (ii) the Holder at any time, or during a specified
time period, engages in any activity in competition with the Company, or which
is inimical, contrary or harmful to the interests of the Company, as further
defined by the Administrator, or (iii) the Holder incurs a Termination of
Directorship for cause.

            6.6.  Effect of Plan Upon Options and Compensation Plans. The
adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company, any Subsidiary or any Noncorporate Affiliate. Nothing
in the Plan shall be construed to limit the right of the Company (a) to
establish any other forms of incentives or compensation for Directors of the
Company, any Subsidiary or any Noncorporate Affiliate, or (b) to grant or assume
options or other rights or awards otherwise than under the Plan in connection
with any proper corporate purpose including but not by way of limitation, the
grant or assumption of options in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of the business, stock or assets of
any corporation, partnership, limited liability company, firm or association.

            6.7.  Compliance with Laws. The Plan, the granting and vesting of
Options under the Plan and the issuance and delivery of shares of Common Stock
and the payment of money under the Plan or under Options granted hereunder are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
the Plan shall be

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subject to such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with
all applicable legal requirements. To the extent permitted by applicable law,
the Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

            6.8.  Tax Withholding. The Company shall be entitled to require
payment in cash or deduction from other compensation payable to each Holder of
any sums required by federal, state or local tax law to be withheld with respect
to the issuance, vesting, exercise or payment of any Options. The Administrator
may in its discretion and in satisfaction of the foregoing requirement allow
such Holder to elect to have the Company withhold shares of Common Stock
otherwise issuable under such Options (or allow the return of shares of Common
Stock) having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Common
Stock which may be withheld with respect to the issuance, vesting, exercise or
payment of any Options (or which may be repurchased from the Holder of such
Option within six months after such shares of Common Stock were acquired by the
Holder from the Company) in order to satisfy the Holder's federal and state
income and payroll tax liabilities with respect to the issuance, vesting,
exercise or payment of the Option shall be limited to the number of shares which
have a Fair Market Value on the date of withholding or repurchase equal to the
aggregate amount of such liabilities based on the minimum statutory withholding
rates for federal and state income tax and payroll tax purposes that are
applicable to such supplemental taxable income.

            6.9.  Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the Plan.

            6.10. Governing Law. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.

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