Exhibit
      10.32

     

    OncoVista,
      Inc.

    


    2007
      STOCK OPTION PLAN FOR

    INDEPENDENT
      AND NON-EMPLOYEE DIRECTORS

    
 

    
      	
              1.

            	
              Purpose

            


    

    


    The
      purpose of the 2007 OncoVista, Inc. Stock Option Plan for Independent and
      Non-Employee Directors (the “Plan”)
      is to
      promote the interests of OncoVista, Inc., a Delaware corporation (the
“Company”),
      and
      its stockholders by increasing the proprietary and vested interest of
      independent and non-employee directors in the growth and performance of the
      Company by granting such directors options to purchase shares of Common Stock,
      par value $0.001 per share (the “Shares”),
      of
      the Company.

    


    
      	
              2.

            	
              Administration

            


    

    


    The
      Plan
      shall be administered by the Compensation Committee of the Company's Board
      of
      Directors (the “Committee”).
      Subject to the provisions of the Plan, the Committee shall be authorized to
      interpret the Plan, to establish, amend, and rescind any rules and regulations
      relating to the Plan and to make all other determinations necessary or advisable
      for the administration of the Plan; provided, however, that the Committee shall
      have no discretion with respect to the selection of directors to receive
      options, the number of Shares subject to any such options, the purchase price
      thereunder or the timing of grants of options under the Plan. The determinations
      of the Committee in the administration of the Plan, as described herein, shall
      be final and conclusive. The Secretary of the Company shall be authorized to
      implement the Plan in accordance with its terms and to take such actions of
      a
      ministerial nature as shall be necessary to effectuate the intent and purposes
      thereof. the validity, construction and effect of the Plan and any rules and
      regulations relating to the Plan shall be determined in accordance with the
      laws
      of the State of Delaware.

    


    
      	
              3.

            	
              Eligibility

            


    

    


    The
      class
      of individuals eligible to receive grants of options under the Plan
      (“Eligible
      Directors”)
      shall
      be directors of the Company who are at least one of the following:

    


    (a) “Independent
      Directors”,
      a
      director meeting the requirements for independence set forth in Section 10A(m)
      under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      as required by any exchange or market on which the Common Stock trades, is
      admitted to trading, or is listed; or

    


    (b) “Non-Employee
      Directors”,
      as
      such term is defined in Rule 16b-3(b)(3) promulgated under the Securities
      Exchange Act of 1934. Any holder of an option granted hereunder shall
      hereinafter be referred to as a "Participant."

     

    
      
         

      

      
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              4.

            	
              Shares
                Subject to the Plan

            


    

     

    Subject
      to adjustment as provided in Section 6, an aggregate of 500,000 Shares shall
      be
      available for issuance upon the exercise of options granted under the Plan.
      The
      Shares deliverable upon the exercise of options may be made available from
      authorized, but unissued, Shares or treasury Shares. If any option granted
      under
      the Plan shall terminate for any reason without having been exercised, the
      Shares subject to, but not delivered under, such option shall be available
      for
      other options. If any option granted under the Plan is exercised through the
      delivery of Shares, the number of Shares available for issuance upon the
      exercise of options shall be increased by the number of Shares surrendered,
      to
      the extent permissible under Rule 16b-3.

    


    
      	5.	
              Grant,
                Terms and Conditions of
                Options

            


    

    


    (a) Upon
      first election or appointment to the Board, each newly elected Eligible Director
      will be granted an option to purchase 10,000 Shares.

    


    (b) Immediately
      following each Annual Stockholders Meeting, commencing with the meeting
      following the close of fiscal year 2006, an Eligible Director serving as
      Chairman of the Board, who has been an Eligible Director for more than the
      12
      months immediately preceding and including such meeting, will be granted an
      option to purchase 15,000 Shares; and each Eligible Director, who has been
      an
      Eligible Director for more than the 12 months immediately preceding and
      including such meeting, will be granted an option to purchase 15,000 Shares.
      

    


    (c) The
      options granted will be nonstatutory stock options not intended to qualify
      under
      Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal
      Revenue Code”), and shall have the following terms and conditions:

    


    (i) Price.
      The
      purchase price per Share deliverable upon the exercise of each option shall
      be
      100% of the Fair Market Value per Share on the date the option is granted.
      For
      purposes of this Plan, Fair Market Value shall be the closing sales price as
      reported on the Nasdaq National Market or such other national securities
      exchange, inter-dealer quotation system or electronic bulletin board or over
      the
      counter market as the Company’s Common Stock shall then be traded on the date in
      question, or, if the Shares shall not have traded on such date, the closing
      sales price on the first date prior thereto on which the Shares were so
      traded.

    


    (ii) Payment.
      Options
      may be exercised only upon payment of the purchase price thereof in full. Such
      payment shall be made in cash or, unless otherwise determined by the Board,
      in
      Shares, which shall have a Fair Market Value (determined in accordance with
      the
      rules of paragraph (i) above) at least equal to the aggregate exercise price
      of
      the Shares being purchased, or a combination of cash and Shares.

     

    (iii) Exercisability
      and Term of Options.
      Options
      shall be exercisable in whole or in part at all times during the period
      beginning on the date which is the first anniversary of the date of grant until
      the earlier of ten years from the date of grant (unless otherwise specified
      in
      the option) and the expiration of the one year period provided in paragraph
      (iv)
      below.

     

    
      
         

      

      
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    (iv) Termination
      of Service as Eligible Director.
      Upon
      termination of a participant's service as a Director for any reason, all
      outstanding options shall be exercisable in whole or in part for a period of
      one
      year from the date upon which the participant ceases to be a Director, provided
      that in no event shall the options be exercisable beyond the period provided
      for
      in paragraph (iii) above.

    


    (v) Nontransferability
      of Options.
      No
      option may be assigned, alienated, pledged, attached, sold or otherwise
      transferred or encumbered by a participant otherwise than by will or the laws
      of
      descent and distribution, and during the lifetime of the participant to whom
      an
      option is granted it may be exercised only by the participant or by the
      participant's guardian or legal representative. Notwithstanding the foregoing,
      options may be transferred pursuant to a qualified domestic relations
      order.

    


    (vi) Listing
      and Registration.
      Each
      option shall be subject to the requirement that if at any time the Board shall
      determine, in its discretion, that the listing, registration or qualification
      of
      the Shares subject to such option upon any securities exchange or under any
      state or federal law, or the consent or approval of any governmental regulatory
      body, is necessary or desirable as a condition of, or in connection with, the
      granting of such option or the issue or purchase of Shares thereunder, no such
      option may be exercised in whole or in part unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained free
      of
      any condition not acceptable to the Board.

    


    (vii) Option
      Agreement.
      Each
      option granted hereunder shall be evidenced by an agreement with the Company
      which shall contain the terms and provisions set forth herein and shall
      otherwise be consistent with the provisions of the Plan.

    


    
      	
              6.

            	
              Adjustment
                of and Changes in Shares

            


    

    


    In
      the
      event of a stock split, stock dividend, subdivision or combination of the Shares
      or other change in corporate structure affecting the Shares, the number of
      Shares authorized by the Plan shall be increased or decreased proportionately,
      as the case may be, and the number of Shares subject to any outstanding option
      shall be increased or decreased proportionately, as the case may be, with
      appropriate corresponding adjustment in the purchase price per Share
      thereunder.

    


    
      	
              7.

            	
              No
                Rights of Stockholders

            


    

    


    Neither
      a
      Participant nor a Participant's legal representative shall be, or have any
      of
      the rights and privileges of, a stockholder of the Company in respect of any
      Shares purchasable upon the exercise of any option, in whole or in part, unless
      and until certificates for such Shares shall have been issued.

    


    
      	
              8.

            	
              Plan
                Amendments

            


    

     

    The
      Plan
      may be amended by the Board, as it shall deem advisable or to conform to any
      change in any law or regulation applicable thereto; provided, that the Board
      may
      not, without the authorization and approval of stockholders of the Company:
      (i)
      increase the number of Shares which may be purchased pursuant to options
      hereunder, either individually or in the aggregate, except as permitted by
      Section 6, (ii) change the requirement of Section 5(d) that option grants be
      priced at Fair Market Value, except as permitted by Section 6, (iii) modify
      in
      any respect the class of individuals who constitute Eligible Directors or (iv)
      materially increase the benefits accruing to Participants hereunder. The
      provisions of Sections 3 and/or 5 may not be amended more often than once every
      six months, other than to comport with changes in the Internal Revenue Code,
      the
      Employee Retirement Income Security Act, or the rules under either such
      statute.

     

    
      
         

      

      
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      	9.	
              Section
                409A

            


    

    


    The
      Committee shall make certain that all options granted under the Plan shall
      not
      be deferred compensation for purposes of Section 409A of the Code. The Company
      intends that all awards under the Plan shall fall outside the scope of Section
      409A both at date of grant and all subsequent dates.

    


    
      	10.	
              Effective
                Date and Duration of Plan

            


    

    


    The
      Plan
      shall become effective upon the adoption by the Board so long as it is approved
      by Stockholders at any time within 12 months after the adoption of the Plan
      by
      the Board. The Plan shall terminate the day following the tenth Annual
      Stockholders Meeting at which Directors are elected succeeding the Annual
      Stockholders Meeting at which the Plan was approved by Stockholders, unless
      the
      Plan is extended or terminated at an earlier date by Stockholders or is
      terminated by exhaustion of the Shares available for issuance
      hereunder.

     

    
      
         

      

      
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