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                                                                    EXHIBIT 10.3

                             STRATAGENE CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

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                             STRATAGENE CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                                TABLE OF CONTENTS

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1.    Definitions.............................................................     1

2.    Stock Subject to the Plan...............................................     3

3.    Grant of Options........................................................     3

4.    Exercise of Options; Option Price.......................................     4

5.    Withdrawal from the Plan................................................     5

6.    Termination of Employment...............................................     6

7.    Restriction upon Assignment.............................................     6

8.    No Rights of Stockholders until Shares Issued...........................     6

9.    Changes in the Stock and Corporate Events; Adjustment of Options........     6

10.   Use of Funds; No Interest Paid..........................................     8

11.   Amendment, Suspension or Termination of the Plan........................     8

12.   Administration by Committee; Rules and Regulations......................     8

13.   Designation of Subsidiary Corporations..................................     9

14.   No Rights as an Employee................................................     9

15.   Term; Approval by Stockholders..........................................     9

16.   Effect upon Other Plans.................................................     9

17.   Conditions to Issuance of Stock Certificates............................     9

18.   Notification of Disposition.............................................    10

19.   Notices.................................................................    10

20.   Additional Restrictions of Rule 16b-3...................................    10

21.   Equal Rights and Privileges.............................................    10

22.   Headings................................................................    11
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                           THE STRATAGENE CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

            Stratagene Corporation, a Delaware corporation (the "Company"),
hereby adopts the Stratagene Corporation Employee Stock Purchase Plan (the
"Plan"), effective as of June 1, 2004.

            The purposes of the Plan are as follows:

                  (1)   To assist eligible employees of the Company and its
      Designated Subsidiaries (as defined below) in acquiring stock ownership in
      the Company pursuant to a plan which is intended to qualify as an
      "employee stock purchase plan," within the meaning of Section 423(b) of
      the Code (as defined below).

                  (2)   To help such employees provide for their future security
      and to encourage them to remain in the employment of the Company and its
      Subsidiary Corporations.

      1.    DEFINITIONS. Whenever any of the following terms is used in the Plan
with the first letter or letters capitalized, it shall have the following
meaning unless context clearly indicates to the contrary (such definitions to be
equally applicable to both the singular and the plural forms of the terms
defined):

            (a)   "ACCOUNT" shall mean the account established for a Participant
under the Plan with respect to an Offering Period.

            (b)   "AUTHORIZATION" shall mean a Participant's payroll deduction
authorization with respect to an Offering Period provided by such Participant in
accordance with Section 3(b).

            (c)   "BOARD" means the Board of Directors of the Company.

            (d)   "CODE" means the Internal Revenue Code of 1986, as amended.

            (e)   "COMMITTEE" means the committee of the Board appointed to
administer the Plan pursuant to Section 12.

            (f)   "COMPANY" means Stratagene Corporation, a Delaware
corporation.

            (g)   "COMPENSATION" of an Employee shall mean all compensation
received by such Employee from the Company or any Designated Subsidiary on each
Payday as compensation for services to the Company or any Designated Subsidiary,
including all salary, wages (including amounts elected to be deferred by the
Employee, but which would otherwise have been paid, under any cash or deferred
arrangement established by the Company or a Designated Subsidiary), overtime
pay, sales commissions, bonuses, and other remuneration paid directly to the
Employee; but excluding the cost of employee benefits paid by the Company or a
Designated Subsidiary, education or tuition reimbursements, imputed income
arising under any Company or Designated Subsidiary group insurance or benefit
program, travel expenses, business and moving reimbursements, income received in
connection with stock options, contributions made by the Company or a Designated
Subsidiary under any employee benefit plan, and similar items of compensation.

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            (h)   "DATE OF EXERCISE" of any Option means the date on which such
Option is exercised, which shall be the last Trading Day of the Offering Period
with respect to which the Option was granted, in accordance with Section 4(a)
(except as provided in Section 9).

            (i)   "DATE OF GRANT" of any Option means the date on which such
Option is granted, which shall be the first Trading Day of the Offering Period
with respect to which the Option was granted, in accordance with Section 3(a).

            (j)   "DESIGNATED SUBSIDIARY" means any Subsidiary Corporation
designated by the Board in accordance with Section 13.

            (k)   "ELIGIBLE EMPLOYEE" means an Employee of the Company or any
Designated Subsidiary Corporation whose customary employment is for more than 5
months in any calendar year. In addition, Eligible Employee means an Employee
who does not, immediately after the Option is granted, own (directly or through
attribution) stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of Stock or other stock of the Company, a
Parent Corporation or a Subsidiary Corporation (as determined under Section
423(b)(3) of the Code). For purposes of the foregoing, the rules of Section
424(d) of the Code with regard to the attribution of stock ownership shall apply
in determining the stock ownership of an individual, and stock which an Employee
may purchase under outstanding options shall be treated as stock owned by the
Employee.

            (l)   "EMPLOYEE" shall mean an individual who renders services to
the Company or a Subsidiary Corporation in the status of an "employee," within
the meaning of Code Section 3401(c). During a leave of absence meeting the
requirements of Treasury Regulation Section 1.421-7(h)(2), an individual shall
be treated as an Employee of the Company or Subsidiary Corporation employing
such individual immediately prior to such leave. "Employee" shall not include
any director of the Company or a Subsidiary Corporation who does not render
services to the Company or a Subsidiary Corporation in the status of an
"employee," within the meaning of Code Section 3401(c).

            (m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            (n)   "OFFERING PERIOD" shall mean each calendar quarter during the
term of the Plan commencing on (1) any January 1 and ending on the subsequent
March 31, (2) commencing on any April 1 and ending on the subsequent June 30,
(3) commencing on any July 1 and ending on the subsequent September 30 or (4)
commencing on any October 1 and ending on any December 31. Options shall be
granted on the Date of Grant and exercised on the Date of Exercise, as provided
in Sections 3(a) and 4(a), respectively.

            (o)   "OPTION" means an option to purchase shares of Stock granted
under the Plan to a Participant in accordance with Section 3(a).

            (p)   "OPTION PRICE" means the option price per share of Stock
determined in accordance with Section 4(b).

            (q)   "PARENT CORPORATION" means any corporation, other than the
Company, in an unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option, each of the corporations other than the
Company 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.

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            (r)   "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan, in accordance with the provisions of Section 3(b).

            (s)   "PAYDAY" means the regular and recurring established day for
payment of Compensation to an Employee of the Company or any Subsidiary
Corporation.

            (t)   "PLAN" means the Stratagene Corporation Employee Stock
Purchase Plan.

            (u)   "STOCK" means the shares of the Company's Common Stock,
$0.0001 par value.

            (v)   "SUBSIDIARY CORPORATION" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in an unbroken chain 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.

            (w)   "TRADING DAY" means a day on which the National Stock
Exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.

      2.    STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section
9 hereof (relating to adjustments upon changes in the Stock) and Section 11
hereof (relating to amendments of the Plan), the Stock that may be sold pursuant
to Options granted under the Plan shall not exceed in the aggregate 1,000,000
shares of Stock. The shares of Stock sold pursuant to Options granted under the
Plan may be unissued shares or treasury shares of Stock, or shares reacquired in
private transactions or open market purchases. If and to the extent that any
right to purchase reserved shares shall not be exercised by any Participant for
any reason, or if such right to purchase shall terminate as provided herein,
shares that have not been so purchased hereunder shall again become available
for the purposes of this Plan, unless this Plan shall have been terminated, but
all shares sold under this Plan, regardless of source, shall be counted against
the limitation set forth above.

      3.    GRANT OF OPTIONS.

            (a)   Option Grants. The Company shall grant Options under the Plan
to all Participants in successive Offering Periods until the earlier of: (i) the
date on which the number of shares of Stock available under the Plan have been
sold, or (ii) the date on which the Plan is suspended or terminates. Each
Participant shall be granted an Option with respect to an Offering Period on the
Date of Grant. Each Option shall expire on the Date of Exercise immediately
after the automatic exercise of the Option in accordance with Section 4(a),
unless such Option terminates earlier in accordance with Section 5, 6 or 9. The
number of shares of Stock subject to a Participant's Option shall equal the
cumulative payroll deductions authorized by such Participant in accordance with
subsection (b) for the Offering Period (if any), divided by the Option Price;
provided, however, that the number of shares of Stock subject to such Option
shall not exceed 5,000; and, provided, further, that the number of shares of
Stock subject to such Option shall not exceed the number determined in
accordance with subsection (c). The Company shall not grant an Option with
respect to an Offering Period to any Participant who is not an Eligible Employee
on the first day of such Offering Period.

            (b)   Election to Participate; Payroll Deduction Authorization.
Except as provided in subsection (e), an Eligible Employee shall become a
Participant in the Plan only by means of payroll deduction. Each such
Participant who elects to participate in the Plan with respect to an

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Offering Period shall deliver to the Company, not later than five (5) days
before the first day of the Offering Period, a completed and executed written
payroll deduction authorization in a form prepared by the Committee (the
"AUTHORIZATION"). Each Participant's Authorization shall give notice of such
Participant's election to participate in the Plan for the next following
Offering Period (and subsequent Offering Periods) and shall designate a whole
percentage of such Participant's Compensation to be withheld by the Company or
the Designated Subsidiary employing such Participant on each Payday during the
Offering Period. A Participant may designate any whole percentage of
Compensation which is not less than one percent (1%) and not more than fifteen
percent (15%). A Participant's Compensation payable during an Offering Period
shall be reduced each Payday through payroll deduction in an amount equal to the
percentage specified in the Authorization, and such amount shall be credited to
such Participant's Account under the Plan. A Participant may not increase or
decrease the percentage of Compensation designated in the Authorization or
suspend the Authorization during an Offering Period. Any Authorization shall
remain in effect for each subsequent Offering Period, unless the Participant
submits a new Authorization pursuant to this subsection (b), withdraws from the
Plan pursuant to Section 5, ceases to be an Eligible Employee as defined in
Section 1(k) or terminates employment as provided in Section 6. Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the
Code and Sections 3(a), (c) and (d) of the Plan, the Company may reduce a
Participant's rate of payroll deductions to zero at such time during any
Offering Period. Payroll deductions will recommence at the rate provided by the
Participant in his or her payroll deduction authorization to the extent such
payroll deductions may be applied to purchase shares of Stock in accordance with
Code Section 423(b)(8) and Sections 3(a), (c) and (d) of the Plan, unless
terminated by the Participant as provided in Section 5 of the Plan.

            (c)   $25,000 Limitation. No Participant shall be granted an Option
under the Plan which permits his rights to purchase shares of Stock under the
Plan, together with other options to purchase shares of Stock or other stock
under all other employee stock purchase plans of the Company, any Parent
Corporation or any Subsidiary Corporation subject to Section 423, to accrue at a
rate which exceeds $25,000 of fair market value of such shares of Stock or other
stock (determined at the time the Option or other option is granted) for each
calendar year in which the Option is outstanding. For purpose of the limitation
imposed by this subsection, (i) the right to purchase shares of Stock or other
stock under an Option or other option accrues when the Option or other option
(or any portion thereof) first becomes exercisable during the calendar year,
(ii) the right to purchase shares of Stock or other stock under an Option or
other option accrues at the rate provided in the Option or other option, but in
no case may such rate exceed $25,000 of the fair market value of such Stock or
other stock (determined at the time such Option or other option is granted) for
any one calendar year, and (iii) a right to purchase Stock or other stock which
has accrued under an Option or other option may not be carried over to any other
Option or other option. This limitation shall be applied in accordance with
Section 423(b)(8) of the Code and the Treasury Regulations thereunder.

            (d)   5 Percent Holders. No Employee will be granted an option under
this Plan if immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own stock and/or hold outstanding options to purchase stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Subsidiary Corporation or
Parent Corporation.

      4.    EXERCISE OF OPTIONS; OPTION PRICE.

            (a)   Option Exercise. Each Participant automatically and without
any act on such Participant's part shall be deemed to have exercised such
Participant's Option on the Date of Exercise to the extent that the balance then
in the Participant's Account is sufficient to purchase,

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at the Option Price, shares of the Stock subject to the Option, provided,
however, that any balance that is insufficient to purchase full shares of Stock
shall be carried over to the next Offering Period and shall remain credited to
the Participant.

            (b)   Option Price Defined. The option price per share of Stock (the
"Option Price") to be paid by a Participant upon the exercise of the
Participant's Option shall be equal to 85% of the lesser of: (i) the Fair Market
Value of a share of Stock on the Date of Exercise and (ii) the Fair Market Value
of a share of Stock on the Date of Grant. "Fair Market Value" shall mean, as of
any date, the value of the Stock determined as follows: (a) if the 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 Committee deems reliable; (b) if the 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 Stock
on the date prior to the date of determination as reported in The Wall Street
Journal or such other source as the Committee deems reliable; or (c) in the
absence of an established market for the Stock, the Fair Market Value thereof
shall be determined in good faith by the Committee.

            (c)   Book Entry/Share Certificates. As soon as practicable after
the purchase of shares of Stock upon the exercise of an Option by a Participant,
the Company shall issue the shares of Stock to such Participant. The Company
shall make an entry on its books and records indicating that the shares of Stock
purchased in connection with such exercise have been duly issued as of that date
to such Participant. In the event the Company is required to obtain authority
from any commission or agency to issue any certificate or certificates for all
or a portion of the whole shares of Stock purchased hereunder, the Company shall
seek to obtain such authority as soon as reasonably practicable.

            (d)   Pro Rata Allocations. If the total number of shares of Stock
for which Options are to be exercised on any date exceeds the number of shares
of Stock remaining unsold under the Plan (after deduction for all shares of
Stock for which Options have theretofore been exercised), the Committee shall
make a pro rata allocation of the available remaining shares of Stock in as
nearly a uniform manner as shall be practicable and the balance of the amount
credited to the Account of each Participant which has not been applied to the
purchase of shares of Stock shall be paid to such Employee in one lump sum in
cash within thirty (30) days after the Date of Exercise, without any interest
thereon.

            (e)   Information Statement. The Company shall provide each
Participant whose Option is exercised with an information statement in
accordance with Section 6039(a) of the Code and the Treasury Regulations
thereunder. The Company shall maintain a procedure for identifying certificates
of shares of Stock sold upon the exercise of Options in accordance with Section
6039(b) of the Code.

      5.    WITHDRAWAL FROM THE PLAN.

            (a)   Withdrawal Election. A Participant may withdraw from
participation under the Plan at any time, except that a Participant may not
withdraw during the last five (5) days of any Offering Period. A Participant
electing to withdraw from the Plan must deliver to the Company a notice of
withdrawal in a form prepared by the Committee (the "WITHDRAWAL ELECTION"), not
later than five (5) days prior to the Date of Exercise for such Offering Period.
Upon receipt of a Participant's Withdrawal Election, the Company or Subsidiary
Corporation

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employing the Participant shall pay to the Participant the amount credited to
the Participant's Account in one lump sum payment in cash, without any interest
thereon, and the Company shall deliver to the Participant certificates for any
whole shares of Stock previously purchased by the Participant which have not yet
been delivered in accordance with Section 4(c), in either case within thirty
(30) days of receipt of the Participant's Withdrawal Election. Upon receipt of a
Participant's Withdrawal Election by the Company, the Participant shall cease to
participate in the Plan and the Participant's Option for such Offering Period
shall terminate.

            (b)   Eligibility following Withdrawal. A Participant who withdraws
from the Plan with respect to an Offering Period, and who is still an Eligible
Employee, may elect to participate again in the Plan for any subsequent Offering
Period by delivering to the Company an Authorization pursuant to Section 3(b).

      6.    TERMINATION OF EMPLOYMENT. If the employment of a Participant with
the Company or a Designated Subsidiary terminates for any reason, the
Participant's participation in the Plan automatically and without any act on the
Participant's part shall terminate as of the date of the termination of the
Participant's employment. As soon as practicable after such a termination of
employment, the Company or Designated Subsidiary employing the Participant shall
pay to the Participant (or the Participant's estate) the amount credited to the
Participant's Account in one lump sum payment in cash, without any interest
thereon, and the Company shall deliver to the Participant (or the Participant's
estate) certificates for any whole shares of Stock previously purchased by the
Participant which have not yet been delivered in accordance with Section 4(c).
Upon a Participant's termination of employment covered by this subsection, the
Participant's Authorization and Option under the Plan shall terminate.

      7.    RESTRICTION UPON ASSIGNMENT. An Option granted under the Plan shall
not be transferable other than by will or the laws of descent and distribution,
and is exercisable during the Participant's lifetime only by the Participant. An
Option may not be exercised to any extent except by the Participant. The Company
shall not recognize and shall be under no duty to recognize any assignment or
alienation of the Participant's interest in the Plan, the Participant's Option
or any rights under the Participant's Option.

      8.    NO RIGHTS OF STOCKHOLDERS UNTIL SHARES ISSUED. With respect to
shares of Stock subject to an Option, a Participant shall not be deemed to be a
stockholder of the Company, and the Participant shall not have any of the rights
or privileges of a stockholder, until such shares have been issued to the
Participant following exercise of the Participant's Option. No adjustments shall
be made for dividends (ordinary or extraordinary, whether in cash securities, or
other property) or distributions or other rights for which the record date
occurs prior to the date of such issuance, except as otherwise expressly
provided herein.

      9.    CHANGES IN THE STOCK AND CORPORATE EVENTS; ADJUSTMENT OF OPTIONS.

            (a) Subject to Section 9(c), in the event that the Committee, in its
sole discretion, determines that any dividend or other distribution (whether in
the form of cash, 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 Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Stock or other securities of the Company, or other similar corporate transaction
or event, affects the Stock such that an adjustment 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 an Option, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of:

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                  (i)   the number and kind of shares of Stock (or other
      securities or property) with respect to which Options may be granted
      (including, but not limited to, adjustments of the limitation in Section
      3(a) on the maximum number of shares of Stock which may be purchased),

                  (ii)  the number and kind of shares of Stock (or other
      securities or property) subject to outstanding Options, and

                  (iii) the exercise price with respect to any Option.

            (b) Subject to Section 9(c), in the event of any transaction or
event described in Section 9(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 principles, the Committee, in its sole 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 Participant's request, is hereby
authorized to take any one or more of the following actions whenever the
Committee 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 that all Options outstanding shall terminate
      without being exercised on such date as the Committee determines in its
      sole discretion;

                  (ii)  To provide that all Options outstanding shall be
      exercised prior to the Date of Exercise of such Options on such date as
      the Committee determines in its sole discretion and such Options shall
      terminate immediately after such exercise.

                  (iii) To provide for either the purchase of any Option
      outstanding for an amount of cash equal to the amount that could have been
      obtained upon the exercise of such Option had such Option been currently
      exercisable, or the replacement of such Option with other rights or
      property selected by the Committee in its sole discretion;

                  (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, 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
      Stock (or other securities or property) subject to outstanding Options, or
      in the terms and conditions of outstanding Options, or Options which may
      be granted in the future.

            (c) No adjustment or action described in this Section 9 or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the Plan to fail to satisfy the requirements of
Section 423 of the Code. Furthermore, no such adjustment or action shall be
authorized to the extent such adjustment or action would result in short-swing
profits liability under Section 16 of the Exchange Act, or violate the exemptive
conditions of Rule 16b-3 unless the Committee determines that the Option is not
to comply with such exemptive conditions. The number of shares of Common Stock
subject to any Option shall always be rounded up to the next whole number.

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            (d) The existence of the Plan 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 Stock or the rights thereof or which are convertible into or
exchangeable for Stock, or the dissolution or 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.

      10.   USE OF FUNDS; NO INTEREST PAID. All funds received or held by the
Company under the Plan shall be included in the general funds of the Company
free of any trust or other restriction and may be used for any corporate
purpose. No interest will be paid to any Participant or credited to any
Participant's Account with respect to such funds.

      11.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may
amend, suspend, or terminate the Plan at any time and from time to time,
provided that approval by a vote of the holders of the outstanding shares of the
Company's capital stock entitled to vote shall be required to amend the Plan:
(a) to increase the number of shares of Stock that may be sold pursuant to
Options under the Plan, or (b) in any manner that would cause the Plan to no
longer be an "employee stock purchase plan" within the meaning of Section 423(b)
of the Code.

      12.   ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS.

            (a) Appointment of Committee. The Plan shall be administered by the
Committee, which shall be composed of not less than two members of the Board,
each of whom shall be a "non-employee director" within the meaning of Rule 16b-3
which has been adopted by the Securities and Exchange Commission under the
Exchange Act. Each member of the Committee shall serve for a term commencing on
a date specified by the Board and continuing until the member dies, resigns or
is removed from office by the Board. The Committee at its option may utilize the
services of an agent to assist in the administration of the Plan, including
establishing and maintaining an individual securities account under the Plan for
each Participant.

            (b) Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
the provisions of the Plan. The Committee shall have the power to interpret the
Plan and the terms of the Options 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. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan.

            (c) Sub-Plans. The Committee may adopt sub-plans applicable to
particular Designated Subsidiaries, which sub-plans may be designed to be
outside the scope of Code Section 423. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section 2
above, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.

            (d) Majority Rule. The Committee shall act by a majority of its
members in office. The Committee may act either by vote at a meeting or by a
memorandum or other written instrument signed by a majority of the Committee.

            (e) Compensation; Professional Assistance; Good Faith Actions. All
expenses and liabilities incurred by members of the Committee in connection with
the administration of

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the Plan shall be borne by the Company. The Committee may, with the approval of
the Board, employ attorneys, consultants, accountants, appraisers, brokers or
other persons. The Committee, the Company and its 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
Committee in good faith shall be final and binding upon all Participants, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect of any such action,
determination, or interpretation.

      13.   DESIGNATION OF SUBSIDIARY CORPORATIONS. The Board shall designate
from among the Subsidiary Corporations, as determined from time to time, the
Subsidiary Corporation or Subsidiary Corporations whose Employees shall be
eligible to be granted Options under the Plan. The Board may designate a
Subsidiary Corporation, or terminate the designation of a Subsidiary
Corporation, without the approval of the stockholders of the Company.

      14.   NO RIGHTS AS AN EMPLOYEE. Nothing in the Plan shall be construed to
give any person (including any Participant) the right to remain in the employ of
the Company, a Parent Corporation or a Subsidiary Corporation or to affect the
right of the Company, any Parent Corporation or any Subsidiary Corporation to
terminate the employment of any person (including any Participant) at any time,
with or without cause.

      15.   TERM; APPROVAL BY STOCKHOLDERS. Subject to approval by the
stockholders of the Company in accordance with this Section, the Plan shall be
in effect until May 31, 2014. No Option may be granted during any period of
suspension of the Plan or after termination of the Plan. The Plan shall be
submitted for the approval of the Company's stockholders within twelve (12)
months after the date of the adoption of the Plan by the Board. Options may be
granted prior to such stockholder approval; provided, however, that such Options
shall not be exercisable prior to the time when the Plan is approved by the
Company's stockholders; and, provided, further, that if such approval has not
been obtained by the end of said 12-month period, all Options previously granted
under the Plan shall thereupon terminate without being exercised.

      16.   EFFECT UPON OTHER PLANS. The adoption of the Plan shall not affect
any other compensation or incentive plans in effect for the Company, any Parent
Corporation or any Subsidiary Corporation. Nothing in this Plan shall be
construed to limit the right of the Company, any Parent Corporation or any
Subsidiary Corporation to: (a) establish any other forms of incentives or
compensation for employees of the Company, any Parent Corporation or any
Subsidiary Corporation or (b) grant or assume options 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, firm or association.

      17.   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 Options prior to fulfillment of all the
following conditions:

            (a) The admission of such shares to listing on all stock exchanges,
if any, on which the Stock is then listed; and

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            (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 Committee shall, in its absolute discretion, deem necessary or
advisable; and

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

            (d) The payment to the Company of all amounts which it is required
to withhold under federal, state or local law upon exercise of the Option; and

            (e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.

      18.   NOTIFICATION OF DISPOSITION. Each Participant shall give prompt
notice to the Company of any disposition or other transfer of any shares of
Stock purchased upon exercise of an Option if such disposition or transfer is
made: (a) within two (2) years from the Date of Grant of the Option, or (b)
within one (1) year after the transfer of such shares of Stock to such
Participant upon exercise of such Option. Such notice shall specify the date of
such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by the Participant
in such disposition or other transfer.

      19.   NOTICES. Any notice to be given under the terms of the Plan to the
Company shall be addressed to the Company in care of its Secretary and any
notice to be given to any Participant shall be addressed to such Participant at
such Participant's last address as reflected in the Company's records. By a
notice given pursuant to this Section, either party may designate a different
address for notices to be given to it, him or her. Any notice which is required
to be given to a Participant shall, if the Participant is then deceased, be
given to the Participant's personal representative if such representative has
previously informed the Company of his status and address by written notice
under this Section. Any notice shall have been deemed duly given if enclosed in
a properly sealed envelope or wrapper addressed as aforesaid at the time it is
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.

      20.   ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act will comply with the applicable provisions of
Rule 16b-3. This Plan will be deemed to contain, and such options will contain,
and the shares issued upon exercise thereof will be subject to, such additional
conditions and restrictions as may be required by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

      21.   EQUAL RIGHTS AND PRIVILEGES. All Eligible Employees of the Company
(or of any Designated Subsidiary) will have equal rights and privileges under
this Plan so that this Plan qualifies as an "employee stock purchase plan"
within the meaning of Section 423 of the Code or applicable Treasury regulations
thereunder. Any provision of this Plan that is inconsistent with Section 423 or
applicable Treasury regulations will, without further act or amendment by the

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Company or the Board, be reformed to comply with the equal rights and privileges
requirement of Section 423 or applicable Treasury regulations.

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