EGENE, INC.
                 2004 EMPLOYEES STOCK OPTION PLAN


1.   Purpose.  This 2004 Employees Stock Option Plan (this "Plan") is
established as a compensatory plan to attract, retain and provide equity
incentives to employees to promote the financial success of EGENE, INC., a
Nevada corporation or such successor entity upon merger or reincorporation
(the "Company").  Capitalized terms not previously defined herein are defined
in Section 17 of this Plan.

2.   Types of Options and Shares.  Options granted under this Plan (the
"Options") may be either (a) incentive stock options ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or (b) nonqualified stock options ("NQSOs"), as designated at the
time of grant.  The shares of stock that may be purchased upon exercise of
Options granted under this Plan (the "Shares") are shares of Common Stock of
the Company ("Common Stock").

3.   Number of Shares.  The aggregate number of Shares that may be
issued pursuant to Options granted under this Plan is 2,000,000 Shares,
subject to adjustment as provided in this Plan.  If any Option expires or is
terminated without being exercised in whole or in part, the unexercised or
released Shares from such Option shall be available for future grant and
purchase under this Plan.  At all times during the term of this Plan, the
Company shall reserve and keep available such number of Shares as shall be
required to satisfy the requirements of outstanding Options under this Plan.

4.   Eligibility.

(a)     General Rules of Eligibility.  The employees eligibleto be
considered for the grant of options hereunder are any persons regularly
employed by the Company or its subsidiaries on a full time, salaried basis.
The Committee (as defined in Section 14) in its sole discretion shall select
the recipients of Options ("Optionees").

(b)     Company Assumption of Options.  The Company may also, from
time to time, assume outstanding options granted by another company, whether
in connection with an acquisition of such other company or otherwise, by
either (i) granting an Option under this Plan in replacement of the option
assumed by the Company, or (ii) treating the assumed option as if it had been
granted under this Plan if the terms of such assumed option could be applied
to an option granted under this Plan.  Such assumption shall be permissible if
the holder of the assumed option would have been eligible to be granted an
option hereunder if the other company had applied the rules of this Plan to
such grant.

5.   Terms and Conditions of Options.  The Committee shall determine
whether each Option is to be an ISO or an NQSO, the number of Shares subject
to the Option, the exercise price of the Option, the period during which the
Option may be exercised, and all other terms and conditions of the Option,
subject to the following:

(a)     Form of Option Grant.  Each Option granted under this Plan
shall be evidenced by a written Stock Option Grant (the "Grant") in
substantially the form attached hereto as Exhibit "A" or such other form as
shall be approved by the Committee.

(b)     Date of Grant.  The date of grant of an Option shall be
the date on which the Committee makes the determination to grant such Option
unless otherwise specified by the Committee and subject to applicable
provisions of the Code.  The Grant representing the Option will be delivered
to the Optionee with a copy of this Plan within a reasonable time after the
date of grant; provided, however, that if, for any reason, including a
unilateral decision by the Company not to execute an agreement evidencing such
option, a written Grant is not executed within sixty (60) days after the date
of grant, such option shall be deemed null and void.  No Option shall be
exercisable until such Grant is executed by the Company and the Optionee.

(c)     Exercise Price.  The exercise price of an ISO shall be not
less than one hundred percent (100%) of the Fair Market Value of the Shares on
the date the Option is granted.

(d)     Exercise Period.  Options shall be exercisable within the
times or upon the events determined by the Committee as set forth in the
Grant; provided, however, that each Option must become exercisable at a rate
of at least twenty five percent (25%) per year over four (4) years from the
date the Option is granted; and provided further, that no ISO granted to a Ten
Percent Shareholder shall be exercisable after the expiration of five (5)
years from the date the Option is granted.  No Options granted to a non-
employee person shall be exercisable after the expiration of five (5) years
from the date the Option is granted.  Unless otherwise provided in this Plan,
all Options shall expire upon the tenth anniversary date of the grant date.

(e)     Limitations on Options.  The aggregate Fair Market Value
(determined as of the time an Option is granted) of stock with respect to
which ISOs are exercisable for the first time by an Optionee during any
calendar year (under this Plan or under any other incentive stock option plan
of the Company or any Parent or Subsidiary of the Company) shall not exceed
one hundred thousand dollars ($100,000).  To the extent that the Fair Market
Value of stock with respect to which ISOs are exercisable for the first time
by an Optionee during any calendar year exceeds $100,000, such Options shall
be treated as NQSOs.  The foregoing shall be applied by taking options into
account in the order in which they were granted.  In the event that the Code
or the regulations promulgated thereunder are amended after the effective date
of this Plan to provide for a different limit on the Fair Market Value of
Shares permitted to be subject to ISOs, such different limit shall be
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.  In the event Section 162(m) of the Code or any
proposed or final regulations promulgated thereunder are amended after the
effective date of this Plan to eliminate the requirement of a per Optionee
limit on the number of Options which may be granted, then the restriction in
the immediately preceding sentence shall not apply to any Options granted
after the effective date of such amendment.

(f)     Options Non-Transferable.  Options granted under this
Plan, and any interest therein, shall not be transferable or assignable by the
Optionee, and may not be made subject to execution, attachment or similar
process, otherwise than by will or by the laws of descent and distribution and
shall be exercisable during the lifetime of the Optionee only by the Optionee
or any permitted transferee.

(g)     Assumed Options.  In the event the Company assumes an
option granted by another company in accordance with Section 4(b) above, the
terms and conditions of such option shall remain unchanged (except the
exercise price and the number and nature of shares issuable upon exercise,
which will be adjusted appropriately pursuant to Section 424 of the Code and
the Treasury Regulations applicable thereto).  In the event the Company elects
to grant a new Option rather than assuming an existing option (as specified in
Section 4), such new Option need not be granted at Fair Market Value on the
date of grant and may instead be granted with a similarly adjusted exercise
price.

6.   Exercise of Options.

(a)     Notices.  Options may be exercised only by delivery to the
Company of a written exercise agreement in a form approved by the Committee
(which need not be the same for each Optionee), stating the number of Shares
being purchased, the restrictions imposed on the Shares, if any, and such
representations and agreements regarding the Optionee's investment intent and
access to information, if any, as may be required by the Company to comply
with applicable securities laws, together with payment in full of the exercise
price for the number of Shares being purchased.

(b)  Payment.  Payment for the Shares may be made in cash (by
check) or, where approved by the Committee in its sole discretion at the time
of grant and where permitted by law: (i) by cancellation of indebtedness of
the Company to the Optionee; (ii) by surrender of shares of Common Stock of
the Company already owned by the Optionee, having Fair Market Value equal to
the exercise price of the Option; (iii) by waiver of compensation due or
accrued to Optionee for services rendered; (iv) through delivery of a
promissory note for the full exercise price bearing interest at such rate with
the note due at such time, on a secured or unsecured basis, as determined by
the Committee; (v) provided that a public market for the Company's stock
exists, through a "same day sale" commitment from the Optionee and a broker-
dealer that is a member of the National Association of Securities Dealers,
Inc. (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
exercise price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company; (vi)
provided that a public market for the Company's stock exists, through a
"margin" commitment from the Optionee and an NASD Dealer whereby the Optionee
irrevocably elects to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the exercise
price directly to the Company; (vii) by any combinations of the foregoing or
(viii) any other form of legal consideration that may be acceptable to the
Board of Directors in its discretion.

(c)  Withholding Taxes.  Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for
any federal or state withholding obligations of the Company, if applicable.
Where approved by the Committee in its sole discretion, the Optionee may
provide for payment of withholding taxes upon exercise of the Option by
requesting that the Company retain Shares with a Fair Market Value equal to
the minimum amount of taxes required to be withheld.  In such case, the
Company shall issue the next number of Shares to the Optionee by deduction the
Shares retained from the Shares exercised.  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 in accordance with Section 83 of the Code
(the "Tax Date").  All elections by Optionees to have Shares withheld for this
purpose shall be made in writing in a form acceptable to the Committee and
shall be subject to the following restrictions:

(i)  the election must be made on or prior to the
applicable Tax Date;

(ii) once made, the election shall be irrevocable as to the
particular Shares as to which the election is made;

(iii)     all elections shall be subject to the consent or
disapproval of the Committee;

(iv) if the Optionee is an officer or director of the
Company or other person (in each case, an "Insider") whose transactions in the
Company's Common Stock are subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and if the Company is subject to
Section 16(b) of the Exchange Act, the election must be made at least six (6)
months prior to the Tax Date and must otherwise comply with Rule 16b-3 as
promulgated by the Securities and Exchange Commission ("Rule 16b-3").

(d)  Limitations on Exercise.  Notwithstanding anything else to
the contrary in the Plan or any Grant, no Option may be exercisable later than
the expiration date of the Option.

7.   Restrictions on Shares. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Grant (a) a right
of first refusal to purchase all Shares that an Optionee (or a subsequent
transferee) may propose to transfer to a third party, and (b) for so long as
the Company's stock is not publicly traded, a right to repurchase a portion of
or all Shares held by an Optionee upon the Optionee's termination of
employment or service with the Company or its Parent, Subsidiary or Affiliate
of the Company for any reason within a specified time as determined by the
Committee at the time of grant at the higher of (i) the Optionee's original
purchase price, or (ii) the Fair Market Value of such Shares.

8.   Modification Extenssion and Renewal of Options.  The Committee
shall have the power to modify, extend or renew outstanding Options and to
authorize the grant of new Options in substitution therefor, provided that any
such action may not, without the written consent of the Optionee, impair any
rights under any Option previously granted.  Any outstanding ISO that is
modified, extended, renewed or otherwise altered shall be treated in
accordance with Section 424(h) of the Code.  The Committee shall have the
power to reduce the exercise price of outstanding options; provided, however,
that the exercise price per share may not be reduced below the minimum
exercise price that would be permitted under Section 5(c) of this Plan for
options granted on the date the action is taken to reduce the exercise price.

9.   Privileges of Stock Ownership.  No Optionee shall have any of the
rights of a shareholder with respect to any Shares subject to an Option until
such Option is properly exercised.  No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to such
date, except as provided in this Plan.

10.  No Obligation to Employ; No Right to Future Grants.  Nothing in
this Plan or any Option granted under this Plan shall confer on any Optionee
any right (a) to continue in the employ of, or other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the
right of the Company or any Parent, Subsidiary or Affiliate of the Company to
terminate the Optionee's employment or other relationship at any time, with or
without cause, or (b) to have any Option(s) granted to such Optionee under
this Plan, or any other plan, or to acquire any other securities of the
Company, in the future.

11.  Adjustment of Option Shares.  In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
or if a substantial portion of the assets of the Company are distributed,
without consideration in a spin-off or similar transaction, to the
shareholders of the Company, the number of Shares available under this Plan
and the number of Shares subject to outstanding Options and the exercise price
per share of such Options shall be proportionately adjusted, subject to any
required action by the Board or shareholders of the Company and compliance
with applicable securities laws; provided, however, that a fractional share
shall not be issued upon exercise of any Option and any fractions of a Share
that would have resulted shall either be cashed out at Fair Market Value or
the number of Shares issuable under the Option shall be rounded down to the
nearest whole number, as determined by the Committee; and provided further
that the exercise price may not be decreased to below the par value, if any,
for the Shares.

12.  Assumption of Options by Successors.

(a)  In the event of (i) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary or where there is no substantial change in the
shareholders of the corporation and the Options granted under this Plan are
assumed by the successor corporation), or (ii) the sale of all or
substantially all of the assets of the Company, any or all outstanding Options
shall be assumed by the successor corporation, which assumption shall be
binding on all Optionees.  An equivalent option shall be substituted by such
successor corporation or the successor corporation shall provide substantially
similar consideration to Optionees as was provided to shareholders (after
taking into account the existing provisions of the Optionees' options such as
the exercise price and the vesting schedule), and, in the case of outstanding
shares subject to a repurchase option, issue substantially similar shares or
other property subject to repurchase restrictions no less favorable to the
Optionee.

(b)  In the event such successor corporation, if any, refuses to
assume or substitute, as provided above, pursuant to an event described in
subsection (a) above, or in the event of a dissolution or liquidation of the
Company, the Options shall, notwithstanding any contrary terms in the Grant,
expire on a date specified in a written notice given by the Committee to the
Optionees specifying the terms and conditions of such termination (which date
shall be at least twenty (20) days after the Committee gives the written
notice).

13.  Adoption and Shareholder Approval.  This Plan shall become
effective on the date that it is adopted by the Board of Directors of the
Company (the "Board").  This Plan shall be approved by the shareholders of the
Company, in any manner permitted by applicable corporate law, within twelve
(12) months before or after the date this Plan is adopted by the Board.
Thereafter, after the Company becomes subject to Section 16(b) of the Exchange
Act, the Company will comply with the requirements of Rule 16b-3 (or its
successor) with respect to shareholder approval.

14.  Administration.  This Plan may be administered by the Board or the
Committee appointed by the Board (the "Committee").  If, at any time after the
Company registers under the Exchange Act, all of the directors are not
Disinterested Persons, the Board shall appoint a Committee consisting of not
less than two directors, each of whom is a Disinterested Person and at all
times during which the Company is registered under the Exchange Act, the
Committee shall be comprised of Disinterested Persons.  As used in this Plan,
references to the "Committee" shall mean either such Committee or the Board if
no committee has been established.  The interpretation by the Committee of any
of the provisions of this Plan, any related agreements, or any Option granted
under this Plan shall be final and binding upon the Company and all persons
having an interest in any Option or any Shares purchased pursuant to an
Option.

15.  Term of Plan.  Options may be granted pursuant to this Plan from
time to time on or prior to December 31, 2010, a date which is less than ten
years after the earlier of the date of approval of this Plan by the Board or
the shareholders of the Company pursuant to Section 13 of this Plan.

16.  Amendment or Termination of Plan.  The Board or Committee may, at
any time, amend, alter, suspend or discontinue the Plan, but no amendment,
alteration, suspension or discontinuation shall be made which would impair the
rights of any Optionee under any Option theretofore granted, without his or
her consent, or which, without the approval of the shareholders of the Company
would:

(a)  except as provided in Section 11 of the Plan, increase the
total number of Shares reserved for the purposes of the Plan;

(b)  extend the duration of the Plan;

(c)  extend the period during and over which Options may be
exercised under the Plan; or

(d)  change the class of persons eligible to receive Options
granted hereunder (except as may be required to comport with changes in the
Code, ERISA or regulations promulgated thereunder).

Without limiting the foregoing, the Board or Committee may at any time or from
time to time authorize the Company, with the consent of the respective
Optionees, to issue new Options in exchange for the surrender and cancellation
of any or all outstanding Options.

17.  Certain Definitions.  As used in this Plan, the following terms
shall have the following meanings:

(a)  "Parent" 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 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.

(b)  "Subsidiary" 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 the unbroken chain owns stock processing 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.

(c)  "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by,
or is under common control with, another corporation, where "control"
(including the terms "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to cause the direction of the
management and policies of the corporation, whether through the ownership of
voting securities, by contract or otherwise.

(d)  "Disinterested Persons" shall have the meaning set forth in
Rule 16b-3(c)(2) as promulgated by the Securities and Exchange Commission
under Section 16(b) of the Exchange Act, as such rule is amended from time to
time and as interpreted by the Securities and Exchange Commission.

(e)  "Fair Market Value" shall mean the fair market value of the
Shares as determined by the Committee from time to time in good faith.  If a
public market exists for the Shares, the Fair Market Value shall be the
average of the last reported bid and asked prices for Common Stock of the
Company on the last trading day prior to the date of determination or, in the
event the Common Stock of the Company is listed on a stock exchange or is a
NASDAQ National Market security, the Fair Market Value shall be the closing
price on such exchange or quotation system on the last trading day prior to
the date of determination.

18.  Applicable Law and Regulations.  The obligations of the Company
under this Plan are subject to the approval of state and federal authorities
or agencies with jurisdiction over the subject matter hereof.  The Company
shall not be obligated to issue or deliver shares under this Plan if such
issuance or delivery would violate applicable state or federal securities
laws.


<PAGE>
                           EXHIBIT "A"

                        STOCK OPTION GRANT

Optionee:

Address:



Total Shares Subject to Option:

Exercise Price Per Share:

Date of Grant:

Expiration Date of Option:

Type of Stock Option:         Incentive:
Nonqualified:


1.   Grant of Option.  EGENE, INC. (the "Company"), hereby grants to
the optionee named above ("Optionee") an option (this "Option") to purchase
the total number of shares of Common Stock ("Common Stock") of the Company set
forth above (the "Shares") at the exercise price per share set for the above
(the "Exercise Price"), subject to all of the terms and conditions of this
Grant and the Company's 2004 Stock Option Plan, as amended to the date hereof
(the "Plan").  If designated as an Incentive Stock Option above this Option is
intended to qualify as an "incentive stock option" ("ISO") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Plan.

2.   Exercise Period of Option.  The Optionee has option rights
hereunder to purchase a total of                         Shares which shall
become exercisable during the time periods as set forth in this Section 2.  On
and after the first anniversary of the date of grant (the "First
Anniversary"), this Option may be exercised by the Optionee for the purchase
of one-fourth (1/4) of the Shares covered by this Option (
Shares), or any portion thereof.  On or after the last day of each full year
following the First Anniversary this Option may be exercised by the Optionee
for the purchasee of additional one-forty eighth (1/48) of the Shares covered
by this Option (                     Shares) each month thereafter.  Once a
portion of this Option becomes exercisable it shall remain exercisable until
the Expiration Date, or until it terminates pursuant to the terms of Section 4
hereof, whichever is first to occur.  The minimum number of Shares that may be
purchased upon any partial exercise of the Option is one hundred (100) shares,
and (ii) this Option shall expire on the Expiration Date set forth above and
must be exercised, it at all, on or before the Expiration Date.  The portion
of Shares as to which an Option is exercisable in accordance with the above
schedule as of the applicable dates shall be deemed "Vested Options."

3.   Restriction on Exercise.  This Option may not be exercised unless
such exercise is in compliance with the Securities Act of 1933, as amended,
and all applicable state securities laws, as they are in effect on the date of
exercise, and the requirements of any stock exchange or over the counter
market on which the Company's Common Stock may be listed or quoted at the time
of exercise.   Optionee understands that the Company is under no obligation to
register, qualify or list Shares with the Securities and Exchange Commission,
any state securities commission or any stock exchange to effect such
compliance.

4.   Termination of Option.  Except as provided below in this Section
4, this Option shall terminate and may not be exercised if Optionee ceases to
be employed by the Company or by any Parent or Subsidiary of the Company (or,
in the case of a nonqualified stock option, by or to any Affiliate of the
Company).  Optionee shall be considered to be employed by the Company for all
purposes under this Section 4 if Optionee is a full-time and salaried employee
of the Company or any Parent, Subsidiary or Affiliate of the Company.  The
Committee shall have sole discretion to determine whether Optionee has ceased
to be employed by the Company or any Parent, Subsidiary or Affiliate of the
Company and the effective date on which such employment terminated (the
"Termination Date").

5.   Termination Generally.  If Optionee ceases to be employed by the
Company and all Parents, Subsidiaries or Affiliates of the Company for any
reason, except death or disability, the Vested Options, to the extent (and
only to the extent) exercisable by Optionee on the Termination Date, may be
exercised by Optionee, but only within thirty (30) days after the Termination
Date; provided that this Option may not be exercised in any event after the
Expiration Date.

6.   Death of Disability.  If Optionee's employment with the Company
and all Parents, Subsidiaries and Affiliates of the Company is terminated
because of the death of Optionee or the disability of Optionee within the
meaning of Section 22(e)(3) of the Code, the Vested Options, to the extent
(and only to the extent) exercisable by Optionee on the Termination Date, may
be exercised by Optionee (or Optionee's legal representative), but only within
twelve (12) months after the Termination Date; provided that this Option may
not be exercised in any event later than the Expiration Date.

7.   No Right of Employment.  Nothing in the Plan or this Grant shall
confer on Optionee any right to continue in the employ of, or other
relationship with, the Company or any Parent, Subsidiary, or Affiliate of the
Company to terminate Optionee's employment or other relationship at any time,
with or without cause.

8.   Manner of Exercise.

(a)  Exercise Agreement.  This Option shall be exercisable by
delivery to the Company of an executed written Stock Option Exercise Agreement
in the form attached hereto as Exhibit " 1", or in such other form as may be
approved by the Company, which shall set forth Optionee's election to exercise
some or all of this Option, the number of Shares being purchased, any
restrictions imposed on the Shares and such other representations and
agreements as may be required by the Company to comply with applicable
securities laws.

(b)  Exercise Price.  The Stock Option Exercise Agreement shall
be accompanied by full payment of the Exercise Price for Shares being
purchased.  Payment for the Shares may be made in cash (by check), or, where
permitted by law, by any of the following methods approved  by the Committee
at the date of grant of this Option, or any combinations thereof.

(i)  by cancellation of indebtedness of the Company to the
Optionee;

(ii) by surrender of shares of Common Stock of the Company
already owned by the Optionee, or which were obtained by Optionee in the open
public market, having a Fair Market Value equal to the exercise price of the
Option;

(iii)     by waiver of compensation due or accrued to Optionee
for services rendered;

(iv) by delivery of a promissory note in the amount of $
                      with terms as determined by the Committee;

(v)  provided that a public market for the Company's stock
exists, through a "same day sale" commitment from the Optionee and a broker
dealer that is a member of the National Association of Securities Dealers,
Inc. (an "NASD Dealer") whereby the Optionee irrevocably elects to exercise
price and whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company; or

(vi) provided that a public market for the Company's stock
exists, through a "margin" commitment from Optionee and an NASD Dealer whereby
Optionee irrevocably elects to exercise this option and to pledge Shares so
purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the exercise
price directly to the Company.

9.   Withholding Taxes.  Prior to the issuance of Shares upon exercises
of this Option, Optionee must pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.  Optionee
may provide for payment of Optionee's withholding obligations of the Company.
Optionee may provide for payment of Optionee's minimum statutory withholding
taxes upon exercise of the Option by requesting that the Company retain Shares
with a Fair Market Value equal to the minimum amount of taxes required to be
withheld, all as set forth in Section 6(c) of the Plan.  In such case, the
Company shall issue the net number of Shares to Optionee by deducting Shares
retained from Shares exercised.

10.  Issuance of Shares.  Provided that such Stock Option Exercise
Agreement and payment are in form and substance satisfactory to counsel for
the Company, the Company shall cause Shares to be issued in the name of
Optionee or Optionee's legal representative.

11.  Notice of Disqualifying Disposition of ISO Shares.  If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any Shares acquired pursuant to the ISO on or before the later of
(1) the date two years after the Date of Grant, or (2) the date one year after
exercise of the ISO with respect to Shares to be sold or disposed of, Optionee
shall immediately notify the Company in writing of such disposition.  Optionee
acknowledges and agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by Optionee from any such
early disposition by payment in cash or out of the current wages or other
earnings payable to Optionee.

12.  Nontransferability of Option.  This Option may not be transferred
in any manner other than by will or by laws of descent and distribution and
may be exercised during the lifetime of Optionee only by Optionee or any
permitted transferee.  The terms of this Option shall be binding upon the
executors, administrators, successors and assigns of Optionee.

13.  Restrictions on Shares.  The Company reserves to itself (a) the
right of first refusal to purchase all Shares that Optionee (or a subsequent
transferee) may propose to transfer to a third party and/or (b) for so long as
the Company's stock is not publicly traded, the right to repurchase within one
year of Optionee's termination of employment or service with the Company or
its Parent, Subsidiary or Affiliate of the Company, a portion of or all Shares
held by an Optionee at the higher of (i) Optionee's original purchase price,
or (ii) the Fair Market Value of such Shares.

14.  Federal Tax Consequences.  Set forth below is a brief summary as
of the date this form of Option Grant was adopted of some of the federal tax
consequences of exercise of this Option and disposition of Shares.  THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF SHARES.

15.  Exercise of ISO.  If this Option qualifies as an ISO, there will
be no regular federal income tax liability upon the exercise of this Option,
although the excess, if any, of the Fair Market Value of such Shares on the
date of exercise over the Exercise Price will be treated as an adjustment to
alternative minimum taxable income for federal income tax purposes and may
subject Optionee to an alternative minimum tax liability in the year of
exercise.

16.  Exercise of Nonqualified Stock Option.  If this Option does not
qualify as an ISO, there may be a regular federal income tax liability upon
the exercise of the Option.  Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of Shares on the date of exercise
over the Exercise Price. The Company will be required to withhold from
Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

17.  Disposition of Shares.  In the case of a nonqualified stock
option, if Shares are held for at least one year before disposition, any gain
on disposition of Shares will be treated as long-term capital gain for federal
and California income tax purposes.  In the case of an ISO, if Shares are held
for at least one year after the date of exercise and at least two years after
the Date of Grant, any gain on disposition of such Shares will be treated as
long-term capital gain for federal and California income tax purposes.  If
Shares acquired pursuant to an ISO are disposed of within such one-year or
two-year periods (a "disqualifying disposition"), gain on such disqualifying
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the Fair Market Value of such
Shares on the date of exercise over the Exercise Price (the "Spread").  Any
gain in excess of the Spread shall be treated as capital gain.

18.  Interpretation.  Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Company's Board of
Directors or the Committee, which shall review such dispute at its next
regular meeting.  The resolution of such a dispute by the Board or Committee
shall be final and binding on the Company and on Optionee.

19.  Entire Agreement.  The Plan and the Stock Option Exercise
Agreement attached hereto as Exhibit "1" are incorporated herein by this
reference.  This Grant, the Plan and the Stock Option Exercise Agreement
constitute the entire agreement of the parties hereto and supersede all prior
undertakings and agreements with respect to the subject matter hereof.



By:


Name:


Title:


                            ACCEPTANCE

Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and
this Stock Option Grant.  Optionee acknowledges that there may be adverse tax
consequences upon exercise of this Option or disposition of the Shares and
that Optionee should consult a tax adviser prior to such exercise or
disposition.


OPTIONEE

Signature

Print Name

Date

EXHIBIT "1"

TO STOCK OPTION GRANT
STOCK OPTION EXERCISE AGREEMENT

This Agreement is made this                       day of
               , _____ between EGENE, INC. (the "Company"), and Optionee named
below ("Optionee").

Optionee:
Social Security Number:
Address:



Number of Shares Purchased:
Price Per Share:
Aggregate Purchase Price:
Date of Option Grant:
Type of Stock Option:              Incentive:
Nonqualified:

1.   Optionee hereby delivers to the Company the Aggregate Purchase
Price, to the extent permitted in the Option Grant, as follows [complete as
applicable]:

(a)  cash (check) in the amount of $            , receipt of
which is acknowledged by the Company;

(b)  by cancellation of indebtedness in the amount of $
    of the Company to Optionee;

(c)  by delivery of                  fully-paid, nonassessable
and vested shares of the Common Stock of the Company owned by Optionee and
owned free and clear of all liens, claims, encumbrances or security interests,
valued at the current fair market value of $                  per share
(determined in accordance with the Plan);

(d)  by the waiver hereby of compensation due or accrued for
services rendered in the amount of $                     ;

(e)  by delivery of all of the proceeds of a loan from a third
party in the amount of $                    , which loan is guaranteed by the
Company;

(f)  by delivery of a "same day sale" commitment from Optionee
and a broker dealer that is a member of the National Association of Securities
Dealers, Inc. (an "NASD Dealer") whereby Optionee irrevocably elects to
exercise the Option and to sell a portion of the Shares so purchased to pay
for the exercise price of $                      And whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company (this payment method may be used only if a public
market for the Company's stock exists); and

(g)  by delivery of a "margin" commitment from Optionee and an
NASD Dealer whereby Optionee irrevocably elects to exercise this Option and to
pledge Shares so purchased to the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount of the exercise price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price of $                     directly to the Company
(this payment method may be used only if a public market for the Company's
stock exists).

2.   The Company and Optionee hereby agree as follows:

(a)  Purchase of the Shares.  On this date and subject to the
terms and conditions of this Agreement, Optionee hereby exercises the Stock
Option Grant between the Company and Optionee dated as of the Date of Option
Grant set forth above (the "Grant"), with respect to the Number of Shares
Purchased set forth above of the Company's Common Stock (the "Shares") at an
aggregate purchase price equal to the Aggregate Purchase Price set forth above
(the "Purchase Price") and the Price per Share set forth above (the "Purchase
Price Per Share").   The term "Shares" refers to the Shares purchased under
this Agreement and includes all securities received (a) in replacement of the
Shares, and (b) as a result of stock splits in respect of the Shares.
Capitalized terms used herein that are not defined herein have the definitions
ascribed to them in the Plan or the Grant.

(EQParaNumbers2_4\*alphabetic\nb)  Representations of Purchaser.
Optionee represents and warrants to the Company that:

(i)  Optionee has received, read and understood the Plan
and the Grant and agrees to abide by and be bound by their terms and
conditions.

(ii) Optionee is capable of evaluating the merits and risks
of this investment, has the ability to protect Optionee's own interests in
this transaction and is financially capable of bearing a total loss of this
investment.

(iii)     Optionee is fully aware of [(i) the highly speculative
nature of the investment in the Shares]; (ii) the financial hazards involved;
and (iii) the lack of liquidity of the Shares [and the restrictions on
transferability of the Shares (e.g., that Optionee may not be able to sell or
dispose of the Shares or use them as collateral for loans).

(iv) Optionee has no present intention of selling or
otherwise disposing of all or any portion of the Shares.

3.   Compliance with Securities Laws.  Optionee understands and
acknowledges that the Shares have not been registered under the 1933 Act and
that, notwithstanding any other provision  of the Grant to the contrary, the
exercise of any rights to purchase any Shares is expressly conditioned upon
the compliance with the 1933 Act and all applicable state securities laws.
Optionee agrees to cooperate with the Company to ensure compliance with such
laws.  The Shares are being issued under the 1933 Act pursuant to [the Company
will check the applicable box]:

(a)  the exemption provided by Rule 701;

(b)  the exemption provided by Rule 504;

(c)  Section 4(2) of the 1933 Act;

(d)  Other:                                              .

4.   Federal Restrictions on Transfer.  Optionee understands that the
Shares must be held indefinitely unless they are registered under the 1933 Act
or unless an exemption from such registration is available and that the
certificate(s) representing the Shares will bear a legend to that effect.
Optionee understands that the Company is under no obligation to register the
Shares, and that an exemption may not be available or may not permit Optionee
to transfer the Shares in the amounts or at the times proposed by Optionee.

5.   Rule 144.  Optionee has been advised that Rule 144 promulgated
under the 1933 Act, which permits certain resales or unregistered securities,
is not presently available with respect to the Shares and, in any event,
requires that a minimum of one (1) year elapses between the date of
acquisition of Shares from the Company or an affiliate of the Company and any
resale under Rule 144.  Prior to an initial public offering of the Company's
Stock, "nonaffiliates" (i.e., persons other than officers, directors, and
major shareholders of the Company) may resell only under Rule 144(k), which
requires that a minimum of two (2) years elapse between the date of
acquisition of the Shares from the Company or an affiliate of the Company and
any resale under Rule 144(k).  Rule 144(k) is not available to affiliates.

6.   Rule 701.  If the exemption relied upon for exercise of the Shares
is Rule 701, the Shares will become freely transferable, subject to limited
conditions regarding the method of sale, by nonaffiliates ninety (90) days
after the first sale of common stock of the Company to the general public
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission (the "SEC"), subject to any lengthier
market standoff agreement contained in this Agreement or entered into by
Optionee.  Affiliates must comply with the provisions (other than the holding
period requirements) of Rule 144.

7.   State Law Restrictions on Transfer.  Optionee understands that
transfer of the Shares may be restricted by applicable state securities laws,
and that the certificate(s) representing the Shares may bear a legend or
legends to that effect.

8.   Market Standoff Agreement.  Optionee agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Optionee will not sell or otherwise dispose of any of the Shares without prior
written consent of the Company or such underwriters, as the case may be, for a
period of time (not to exceed one hundred eighty (180) days) from the
effective date of such registration as the Company or the underwriters may
specify for employee shareholders generally.

9.   Legends.  Optionee understands and agrees that the certificate(s)
representing the Shares will bear a legend in substantially the following
forms, in addition to any other legends required by applicable law:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL, PREPARED AT ISSUER'S
REQUEST AND EXPENSE, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH"

10.  Stop-Transfer Notices.  Optionee understands and agrees that, in
order or ensure compliance with the restrictions referred to herein, the
Company may issue appropriate "stop-transfer" instructions to its agent, if
any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.

11.  Tax Consequences.  OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF
THE SHARES.  OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.

12.  Repurchase Options.  The Company reserves to itself (a) the right
of first refusal to purchase all Shares that Optionee (or a subsequent
transferee) may propose to transfer to a third party and/or (b) for so long as
the Company's stock is not publicly traded, the right to repurchase within one
year of Optionee's termination of employment or service with the Company or
its Parent, Subsidiary or Affiliate of the Company, a portion of or all of the
Shares held by an Optionee at the higher of (i) Optionee's original purchase
price, or (ii) the Fair Market Value of the Shares.

13.  Entire Agreement.  The Plan and the Grant are incorporated herein
by reference.  This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirely all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and are governed by California law except for that body
of law pertaining to conflict of laws.

OPTIONEE:

By:

Name: