Exhibit
      10.31


     

    OncoVista,
      Inc.

     

    2007
      STOCK OPTION PLAN

     

     

    1.  Purposes of the Plan.
      The
      purposes of this Stock Option Plan are to attract and retain the best available
      personnel for positions of substantial responsibility, to provide additional
      incentive to Employees, Directors and Consultants and to promote the success
      of
      the Company's business. Options granted under the Plan may be Incentive Stock
      Options or Nonstatutory Stock Options, as determined by the Administrator at
      the
      time of grant. Stock Purchase Rights may also be granted under the
      Plan.

     

    2.  Definitions.
      As used
      herein, the following definitions shall apply:

     

    (a)  “Administrator”
means
      the Board or any of its Committees as shall be administering the Plan in
      accordance with Section 4 hereof.

     

    (b)  “Applicable
      Laws”
means
      the requirements relating to the administration of stock option plans under
      U.S.
      state corporate laws, U.S. federal and state securities laws, the Code, any
      stock exchange or quotation system on which the Common Stock is listed or quoted
      and the applicable laws of any other country or jurisdiction where Options
      or
      Stock Purchase Rights are granted under the Plan.

     

    (c)  “Board”
means
      the Board of Directors of the Company.

     

    (d)  “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    (e)  “Committee”
means
      a
      committee of Directors appointed by the Board in accordance with Section 4
      hereof.

     

    (f)  “Common
      Stock”
means
      the Common Stock, par value $0.001 per share, of the Company.

     

    (g)  “Company”
means
      OncoVista, Inc., a Delaware corporation.

     

    (h)  “Consultant”
means
      any person who is engaged by the Company or any Parent or Subsidiary to render
      consulting services to such entity.

     

    (i)  “Director”
means
      a
      member of the Board of Directors of the Company.

     

    (j)  “Disability”
means
      total and permanent disability as defined in Section 22(e)(3) of the
      Code.

     

    (k)  “Employee”
means
      any person, including Officers and Directors, employed by the Company or any
      Parent or Subsidiary of the Company. A Service Provider shall not cease to
      be an
      Employee in the case of (i) any leave of absence approved by the Company or
      (ii) transfers between locations of the Company or between the Company, its
      Parent, any Subsidiary, or any successor. For purposes of Incentive Stock
      Options, no such leave may exceed ninety days, unless reemployment upon
      expiration of such leave is guaranteed by statute or contract. If reemployment
      upon expiration of a leave of absence approved by the Company is not so
      guaranteed, on the 91st day of such leave any Incentive Stock Option held by
      the
      Optionee shall cease to be treated as an Incentive Stock Option and shall be
      treated for tax purposes as a Nonstatutory Stock Option. Neither service as
      a
      Director nor payment of a director's fee by the Company shall be sufficient
      to
      constitute “employment” by the Company.

     

    
      
         

      

      
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    (l)  “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (m)  “Fair
      Market Value”
means,
      as of any date, the value of Common Stock determined as follows:

     

    (i)  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
      Small Cap 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 time of determination, as reported in The
      Wall Street Journal
      or such
      other source as the Administrator deems reliable;

     

    (ii)  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 between the
      high bid and low asked prices for the Common Stock on the last market trading
      day prior to the day of determination; or

     

    (iii)  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.

     

    (n)  “Incentive
      Stock Option”
means
      an Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code.

     

    (o)  “Nonstatutory
      Stock Option”
means
      an Option not intended to qualify as an Incentive Stock Option.

     

    (p)  “Officer”
means
      a
      person who is an officer of the Company within the meaning of Section 16 of
      the
      Exchange Act and the rules and regulations promulgated thereunder.

     

    (q)  “Option”
means
      a
      stock option granted pursuant to the Plan.

     

    (r)  “Option
      Agreement”
means
      a
      written or electronic agreement between the Company and an Optionee evidencing
      the terms and conditions of an individual Option grant. The Option Agreement
      is
      subject to the terms and conditions of the Plan.

     

    (s)  “Option
      Exchange Program”
means
      a
      program whereby outstanding Options are exchanged for Options with a lower
      exercise price.

     

    
      
         

      

      
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    (t)  “Optioned Stock”
means
      the Common Stock subject to an Option or a Stock Purchase Right.

     

    (u)  “Optionee”
means
      the holder of an outstanding Option or Stock Purchase Right granted under the
      Plan.

     

    (v)  “Parent”
means
      a
“parent corporation,” whether now or hereafter existing, as defined in
      Section 424(e) of the Code.

     

    (w)  “Plan”
means
      this 2006 Stock Option Plan.

     

    (x)  “Restricted
      Stock”
means
      shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right
      under Section 11 below.

     

    (y)  “Service
      Provider”
means
      an Employee, Consultant or other service provider.

     

    (z)  “Share”
means
      a
      share of the Common Stock, as adjusted in accordance with Section 12
      below.

     

    (aa)  “Stock
      Purchase Right”
means
      a
      right to purchase Common Stock pursuant to Section 11 below.

     

    (bb)  “Subsidiary”
means
      a
“subsidiary corporation,” whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

     

    3.  Stock Subject to the Plan.
      Subject
      to the provisions of Section 12 of the Plan, the maximum aggregate number of
      Shares that may be subject to option and sold under the Plan is 
      3,000,000 Shares. The Shares may be authorized but unissued, or reacquired
      Common Stock. 

     

    If
      an
      Option or Stock Purchase Right expires or becomes unexercisable without having
      been exercised in full, or is surrendered pursuant to an Option Exchange
      Program, the unpurchased Shares which were subject thereto shall become
      available for future grant or sale under the Plan (unless the Plan has
      terminated). However, Shares that have actually been issued under the Plan,
      upon
      exercise of either an Option or Stock Purchase Right, shall not be returned
      to
      the Plan and shall not become available for future distribution under the Plan,
      except that if Shares of Restricted Stock are repurchased by the Company at
      their original purchase price, such Shares shall become available for future
      grant under the Plan. 

     

    4.  Administration of the Plan.

     

    (a)  Administrator.
      The
      Plan shall be administered by the Board or a Committee appointed by the Board,
      which Committee shall be constituted to comply with Applicable
      Laws.

     

    (b)  Powers of the Administrator.
      Subject
      to the provisions of the Plan and, in the case of a Committee, the specific
      duties delegated by the Board to such Committee, and subject to the approval
      of
      any relevant authorities, the Administrator shall have the authority in its
      discretion:

     

    
      
         

      

      
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    (i)  to
      determine Fair Market Value;

     

    (ii)  to
      select
      the Service Providers to whom Options and Stock Purchase Rights may from time
      to
      time be granted hereunder;

     

    (iii)  to
      determine the number of Shares to be covered by each such award granted
      hereunder;

     

    (iv)  to
      approve forms of agreement for use under the Plan;

     

    (v)  to
      determine the terms and conditions, of any Option or Stock Purchase Right
      granted hereunder. Such terms and conditions include, but are not limited to,
      the exercise price, the time or times when Options or Stock Purchase Rights
      may
      be exercised (which may be based on performance criteria), any vesting
      acceleration or waiver of forfeiture restrictions, and any restriction or
      limitation regarding any Option or Stock Purchase Right or the Common Stock
      relating thereto, based in each case on such factors as the Administrator,
      in
      its sole discretion, shall determine;

     

    (vi)  to
      determine whether and under what circumstances an Option may be settled in
      cash
      under subsection 9(e) instead of Common Stock;

     

    (vii)  to
      reduce
      the exercise price of any Option to the then current Fair Market Value if the
      Fair Market Value of the Common Stock covered by such Option has declined since
      the date the Option was granted; 

     

    (viii)  to
      initiate an Option Exchange Program;

     

    (ix)  to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of qualifying for preferred tax treatment under foreign tax
      laws;

     

    (x)  to
      allow
      Optionees to satisfy withholding tax obligations by electing to have the Company
      withhold from the Shares to be issued upon exercise of an Option or Stock
      Purchase Right that number of Shares having a Fair Market Value equal to the
      amount required to be withheld. The Fair Market Value of the Shares to be
      withheld shall be determined on the date that the amount of tax to be withheld
      is to be determined. All elections by Optionees to have Shares withheld for
      this
      purpose shall be made in such form and under such conditions as the
      Administrator may deem necessary or advisable; and

     

    (xi)  to
      construe and interpret the terms of the Plan and awards granted pursuant to
      the
      Plan.

     

    (c)  The
      Administrator shall make certain that all options granted under the Plan and
      any
      other awards 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 at all
      subsequent dates.

     

    
      
         

      

      
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    (d)  Effect of Administrator's
      Decision.
      All
      decisions, determinations and interpretations of the Administrator shall be
      final and binding on all Optionees.

     

    5.  Eligibility.

     

    (a)  Nonstatutory
      Stock Options and Stock Purchase Rights may be granted to Service Providers.
      Incentive Stock Options may be granted only to Employees.

     

    (b)  Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option. However, notwithstanding such
      designation, to the extent that the aggregate Fair Market Value of the Shares
      with respect to which Incentive Stock Options are exercisable for the first
      time
      by the Optionee during any calendar year (under all plans of the Company and
      any
      Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
      Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive
      Stock Options shall be taken into account in the order in which they were
      granted. The Fair Market Value of the Shares shall be determined as of the
      time
      the Option with respect to such Shares is granted.

     

    (c)  Neither
      the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee
      any right with respect to continuing the Optionee's relationship as a Service
      Provider with the Company, nor shall it interfere in any way with his or her
      right or the Company's right to terminate such relationship at any time, with
      or
      without cause.

     

    6.  Term of Plan.
      The
      Plan shall become effective upon its adoption by the Board. It shall continue
      in
      effect for a term of ten (10) years unless sooner terminated under Section
      14 of
      the Plan.

     

    7.  Term
      of Option.
      The
      term of each Option shall be stated in the Option Agreement; provided, however,
      that the term shall be no more than ten (10) years from the date of grant
      thereof. In the case of an Incentive Stock Option granted to an Optionee who,
      at
      the time the Option is granted, owns stock representing more than ten percent
      (10%) of the voting power of all classes of stock of the Company or any Parent
      or Subsidiary, the term of the Option shall be five (5) years from the date
      of
      grant or such shorter term as may be provided in the Option
      Agreement.

     

    8.  Option
      Exercise Price and Consideration.

     

    (a)  The
      per
      share exercise price for the Shares to be issued upon exercise of an Option
      shall be such price as is determined by the Administrator, but shall be subject
      to the following:

     

    (i)  In
      the
      case of an Incentive Stock Option

     

    (A)  granted
      to an Employee who, at the time of grant of such Option, owns stock representing
      more than ten percent (10%) of the voting power of all classes of stock of
      the
      Company or any Parent or Subsidiary, the exercise price shall be no less than
      110% of the Fair Market Value per Share on the date of grant.

     

    
      
         

      

      
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    (B)  granted
      to any other Employee, the per Share exercise price shall be no less than 100%
      of the Fair Market Value per Share on the date of grant.

     

    (ii)  In
      the
      case of a Nonstatutory Stock Option

     

    (A)  granted
      to a Service Provider who, at the time of grant of such Option, owns stock
      representing more than ten percent (10%) of the voting power of all classes
      of
      stock of the Company or any Parent or Subsidiary, the exercise price shall
      be no
      less than 110% of the Fair Market Value per Share on the date of
      grant.

     

    (B)  granted
      to any other Service Provider, the per Share exercise price shall be no less
      than 100% of the Fair Market Value per Share on the date of grant.

     

    (iii)  Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price other
      than
      as required above pursuant to a merger or other corporate
      transaction.

     

    (b)  The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Administrator (and,
      in the case of an Incentive Stock Option, shall be determined at the time of
      grant). Such consideration may consist of (1) cash, (2) check,
      (3) promissory note, (4) other Shares which (x) in the case of
      Shares acquired upon exercise of an Option, have been owned by the Optionee
      for
      more than six months on the date of surrender, and (y) have a Fair Market
      Value on the date of surrender equal to the aggregate exercise price of the
      Shares as to which such Option shall be exercised, (5) consideration received
      by
      the Company under a cashless exercise program implemented by the Company in
      connection with the Plan, or (6) any combination of the foregoing methods
      of payment. In making its determination as to the type of consideration to
      accept, the Administrator shall consider if acceptance of such consideration
      may
      be reasonably expected to benefit the Company.

     

    9.  Exercise of Option.

     

    (a)  Procedure for Exercise;
      Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable according to the terms hereof
      at
      such times and under such conditions as determined by the Administrator and
      set
      forth in the Option Agreement. Except in the case of Options granted to
      Officers, Directors and Consultants, Options shall become exercisable at a
      rate
      of no less than 20% per year over five (5) years from the date the Options
      are
      granted. Unless the Administrator provides otherwise, vesting of Options granted
      hereunder to Officers and Directors shall be tolled during any unpaid leave
      of
      absence. An Option may not be exercised for a fraction of a Share.

     

    An
      Option
      shall be deemed exercised when the Company receives: (i) written or electronic
      notice of exercise (in accordance with the Option Agreement) from the person
      entitled to exercise the Option, and (ii) full payment for the Shares with
      respect to which the Option is exercised. Full payment may consist of any
      consideration and method of payment authorized by the Administrator and
      permitted by the Option Agreement and the Plan. Shares issued upon exercise
      of
      an Option shall be issued in the name of the Optionee or, if requested by the
      Optionee, in the name of the Optionee and his or her spouse. Until the Shares
      are issued (as evidenced by the appropriate entry on the books of the Company
      or
      of a duly authorized transfer agent of the Company), no right to vote or receive
      dividends or any other rights as a shareholder shall exist with respect to
      the
      Shares, notwithstanding the exercise of the Option. The Company shall issue
      (or
      cause to be issued) such Shares promptly after the Option is exercised. No
      adjustment will be made for a dividend or other right for which the record
      date
      is prior to the date the Shares are issued, except as provided in
      Section 12 of the Plan.

     

    
      
         

      

      
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    Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      thereafter available, both for purposes of the Plan and for sale under the
      Option, by the number of Shares as to which the Option is
      exercised.

     

    (b)  Termination of
      Relationship as a Service Provider.
      If an
      Optionee ceases to be a Service Provider, such Optionee may exercise his or
      her
      Option within such period of time as is specified in the Option Agreement (of
      at
      least thirty (30) days) to the extent that the Option is vested on the date
      of
      termination (but in no event later than the expiration of the term of the Option
      as set forth in the Option Agreement). In the absence of a specified time in
      the
      Option Agreement, the Option shall remain exercisable for three (3) months
      following the Optionee's termination. If, on the date of termination, the
      Optionee is not vested as to his or her entire Option, the Shares covered by
      the
      unvested portion of the Option shall revert to the Plan. If, after termination,
      the Optionee does not exercise his or her Option within the time specified
      by
      the Administrator, the Option shall terminate, and the Shares covered by such
      Option shall revert to the Plan.

     

    (c)  Disability
      of Optionee.
      If an
      Optionee ceases to be a Service Provider as a result of the Optionee's
      Disability, the Optionee may exercise his or her Option within such period
      of
      time as is specified in the Option Agreement (of at least six (6) months) to
      the
      extent the Option is vested on the date of termination (but in no event later
      than the expiration of the term of such Option as set forth in the Option
      Agreement). In the absence of a specified time in the Option Agreement, the
      Option shall remain exercisable for twelve (12) months following the Optionee's
      termination. If, on the date of termination, the Optionee is not vested as
      to
      his or her entire Option, the Shares covered by the unvested portion of the
      Option shall revert to the Plan. If, after termination, the Optionee does not
      exercise his or her Option within the time specified herein, the Option shall
      terminate, and the Shares covered by such Option shall revert to the
      Plan.

     

    (d)  Death of Optionee.
      If an
      Optionee dies while a Service Provider, the Option may be exercised within
      such
      period of time as is specified in the Option Agreement (of at least six (6)
      months) to the extent that the Option is vested on the date of death (but in
      no
      event later than the expiration of the term of such Option as set forth in
      the
      Option Agreement) by the Optionee's estate or by a person who acquires the
      right
      to exercise the Option by bequest or inheritance. In the absence of a specified
      time in the Option Agreement, the Option shall remain exercisable for twelve
      (12) months following the Optionee's termination. If, at the time of death,
      the
      Optionee is not vested as to the entire Option, the Shares covered by the
      unvested portion of the Option shall immediately revert to the Plan. If the
      Option is not so exercised within the time specified herein, the Option shall
      terminate, and the Shares covered by such Option shall revert to the
      Plan.

     

    
      
         

      

      
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    (e)  Buyout
      Provisions.
      The
      Administrator may at any time offer to buy out for a payment in cash or Shares,
      an Option previously granted, based on such terms and conditions as the
      Administrator shall establish and communicate to the Optionee at the time that
      such offer is made.

     

    10.  Non-Transferability of Options
      and Stock Purchase Rights.
      The
      Options and Stock Purchase Rights may not be sold, pledged, assigned,
      hypothecated, transferred, or disposed of in any manner other than by will
      or by
      the laws of descent or distribution and may be exercised, during the lifetime
      of
      the Optionee, only by the Optionee. 

     

    11.  Stock
      Purchase Rights.
      

     

    (a)  Rights
      to Purchase.
      Stock
      Purchase Rights may be issued either alone, in addition to, or in tandem with
      other awards granted under the Plan and/or cash awards made outside of the
      Plan.
      After the Administrator determines that it will offer Stock Purchase Rights
      under the Plan, it shall advise the offeree in writing or electronically of
      the
      terms, conditions and restrictions related to the offer, including the number
      of
      Shares that such person shall be entitled to purchase, the price to be paid,
      and
      the time within which such person must accept such offer. The offer shall be
      accepted by execution of a Restricted Stock purchase agreement in the form
      determined by the Administrator. 

     

    (b)  Repurchase
      Option.
      Unless
      the Administrator determines otherwise, the Restricted Stock purchase agreement
      shall grant the Company a repurchase option exercisable upon the voluntary
      or
      involuntary termination of the purchaser's service with the Company for any
      reason (including death or disability). The purchase price for Shares
      repurchased pursuant to the Restricted Stock purchase agreement shall be the
      original price paid by the purchaser and may be paid by cancellation of any
      indebtedness of the purchaser to the Company. The repurchase option shall lapse
      at such rate as the Administrator may determine. Except with respect to Shares
      purchased by Officers, Directors and Consultants, the repurchase option shall
      in
      no case lapse at a rate of less than 20% per year over five (5) years from
      the
      date of purchase. 

     

    (c)  Other
      Provisions.
      The
      Restricted Stock purchase agreement shall contain such other terms, provisions
      and conditions not inconsistent with the Plan as may be determined by the
      Administrator in its sole discretion. 

     

    (d)  Rights
      as a Shareholder.
      Once
      the Stock Purchase Right is exercised, the purchaser shall have rights
      equivalent to those of a shareholder and shall be a shareholder when his or
      her
      purchase is entered upon the records of the duly authorized transfer agent
      of
      the Company. No adjustment shall be made for a dividend or other right for
      which
      the record date is prior to the date the Stock Purchase Right is exercised,
      except as provided in Section 12 of the Plan.

     

    12.  Adjustments Upon Changes in Capitalization,
      Merger or Asset Sale.

     

    (a)  Changes
      in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each outstanding Option or Stock Purchase Right,
      and
      the number of shares of Common Stock which have been authorized for issuance
      under the Plan but as to which no Options or Stock Purchase Rights have yet
      been
      granted or which have been returned to the Plan upon cancellation or expiration
      of an Option or Stock Purchase Right, as well as the price per share of Common
      Stock covered by each such outstanding Option or Stock Purchase Right, shall
      be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from a stock split, reverse stock split, stock
      dividend, combination or reclassification of the Common Stock, or any other
      increase or decrease in the number of issued shares of Common Stock effected
      without receipt of consideration by the Company. The conversion of any
      convertible securities of the Company shall not be deemed to have been “effected
      without receipt of consideration.” Such adjustment shall be made by the Board,
      whose determination in that respect shall be final, binding and conclusive.
      Except as expressly provided herein, no issuance by the Company of shares of
      stock of any class, or securities convertible into shares of stock of any class,
      shall affect, and no adjustment by reason thereof shall be made with respect
      to,
      the number or price of shares of Common Stock subject to an Option or Stock
      Purchase Right.

     

    
      
         

      

      
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    (b)  Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Optionee as soon as practicable prior to the
      effective date of such proposed transaction. The Administrator in its discretion
      may provide for an Optionee to have the right to exercise his or her Option
      or
      Stock Purchase Right until fifteen (15) days prior to such transaction as to
      all
      of the Optioned Stock covered thereby, including Shares as to which the Option
      or Stock Purchase Right would not otherwise be exercisable. In addition, the
      Administrator may provide that any Company repurchase option applicable to
      any
      Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
      as to all such Shares, provided the proposed dissolution or liquidation takes
      place at the time and in the manner contemplated. To the extent it has not
      been
      previously exercised, an Option or Stock Purchase Right will terminate
      immediately prior to the consummation of such proposed action.

     

    (c)  Merger
      or Asset Sale.
      In the
      event of a merger of the Company with or into another corporation, or the sale
      of substantially all of the assets of the Company, each outstanding Option
      and
      Stock Purchase Right shall be assumed or an equivalent option or right
      substituted by the successor corporation or a Parent or Subsidiary of the
      successor corporation. In the event that the successor corporation refuses
      to
      assume or substitute for the Option or Stock Purchase Right, the Optionee shall
      fully vest in and have the right to exercise the Option or Stock Purchase Right
      as to all of the Optioned Stock, including Shares as to which it would not
      otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes
      fully vested and exercisable in lieu of assumption or substitution in the event
      of a merger or sale of assets, the Administrator shall notify the Optionee
      in
      writing or electronically that the Option or Stock Purchase Right shall be
      fully
      exercisable for a period of fifteen (15) days from the date of such notice,
      and
      the Option or Stock Purchase Right shall terminate upon the expiration of such
      period. For the purposes of this paragraph, the Option or Stock Purchase Right
      shall be considered assumed if, following the merger or sale of assets, the
      option or right confers the right to purchase or receive, for each Share of
      Optioned Stock subject to the Option or Stock Purchase Right immediately prior
      to the merger or sale of assets, the consideration (whether stock, cash, or
      other securities or property) received in the merger or sale of assets by
      holders of Common Stock for each Share held on the effective date of the
      transaction (and if holders were offered a choice of consideration, the type
      of
      consideration chosen by the holders of a majority of the outstanding Shares);
      provided, however, that if such consideration received in the merger or sale
      of
      assets is not solely common stock of the successor corporation or its Parent,
      the Administrator may, with the consent of the successor corporation, provide
      for the consideration to be received upon the exercise of the Option or Stock
      Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
      Purchase Right, to be solely common stock of the successor corporation or its
      Parent equal in fair market value to the per share consideration received by
      holders of Common Stock in the merger or sale of assets.

     

    
      
         

      

      
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    13.  Time of Granting Options
      and Stock Purchase Rights.
      The
      date of grant of an Option or Stock Purchase Right shall, for all purposes,
      be
      the date on which the Administrator makes the determination granting such Option
      or Stock Purchase Right, or such other date as is determined by the
      Administrator. Notice of the determination shall be given to each Service
      Provider to whom an Option or Stock Purchase Right is so granted within a
      reasonable time after the date of such grant.

     

    14.  Amendment and Termination of the Plan.

     

    (a)  Amendment
      and Termination.
      The
      Board may at any time amend, alter, suspend or terminate the Plan. 

     

    (b)  Shareholder
      Approval.
      The
      Board shall obtain shareholder approval of any Plan amendment to the extent
      necessary and desirable to comply with Applicable Laws. 

     

    (c)  Effect of Amendment or Termination.
      No
      amendment, alteration, suspension or termination of the Plan shall impair the
      rights of any Optionee, unless mutually agreed otherwise between the Optionee
      and the Administrator, which agreement must be in writing and signed by the
      Optionee and the Company. Termination of the Plan shall not affect the
      Administrator's ability to exercise the powers granted to it hereunder with
      respect to Options granted under the Plan prior to the date of such
      termination.

     

    15.  Conditions Upon Issuance of Shares.
      

     

    (a)  Legal
      Compliance.
      Shares
      shall not be issued pursuant to the exercise of an Option unless the exercise
      of
      such Option and the issuance and delivery of such Shares shall comply with
      Applicable Laws and shall be further subject to the approval of counsel for
      the
      Company with respect to such compliance.

     

    (b)  Investment
      Representations.
      As a
      condition to the exercise of an Option, the Administrator may require the person
      exercising such Option to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required.

     

    16.  Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority from any regulatory body having
      jurisdiction, which authority is deemed by the Company's counsel to be necessary
      to the lawful issuance and sale of any Shares hereunder, shall relieve the
      Company of any liability in respect of the failure to issue or sell such Shares
      as to which such requisite authority shall not have been obtained.

     

    
      
         

      

      
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    17.  Reservation of Shares.
      The
      Company, during the term of this Plan, shall at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

     

    18.  Shareholder
      Approval.
      The
      Plan shall be subject to approval by the shareholders of the Company within
      twelve (12) months after the date the Plan is adopted. Such shareholder approval
      shall be obtained in the degree and manner required under Applicable
      Laws.

     

    
      
         

      

      
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