1999
        STOCK
        OPTION
        PLAN

      OF

      IRIS
        BIOTECHNOLOGIES
        INC.

       

    

    1. PURPOSES
      OF THE PLAN

     

    The
      purposes of the 1999
      Stock
      Option Plan (the “Plan”)
      of
      Iris BioTechnologies Inc., a California corporation (the “Company”),
      are
      to:

     

    (a) Encourage
      selected employees, directors and consultants to improve operations and increase
      profits of the Company;

     

    (b) Encourage
      selected employees, directors and consultants to accept or continue employment
      or association with the Company or its Affiliates; and

     

    (c) Increase
      the interest of selected employees, directors and consultants in the Company’s
      welfare through participation in the growth in value of the common stock of
      the
      Company (the “Common
      Stock”).

     

    Options
      granted under this Plan (“Options”)
      may be
“incentive stock options” (“ISOs”)
      intended to satisfy the requirements of Section 422 of the Internal Revenue
      Code
      of 1986, as amended (the “Code”),
      or
“nonqualified options” (“NQOs”).

     

    2. ELIGIBLE
      PERSONS

     

    Every
      person who at the date of grant of an Option is an employee of the Company
      or of
      any Affiliate (as defined below) of the Company is eligible to receive NQOs
      or
      ISOs under this Plan. Every person who at the date of grant is a consultant
      to,
      or nonemployee director of, the Company or any Affiliate (as defined below)
      of
      the Company is eligible to receive NQOs under this Plan. The term “Affiliate”
as
      used
      in the Plan means a parent or subsidiary corporation as defined in the
      applicable provisions (currently Sections 424(e) and (f), respectively) of
      the
      Code. The term “employee”
      includes an officer or director who is an employee of the Company. The term
      “consultant”
      includes persons employed by, or otherwise affiliated with, a
      consultant.

     

    3. STOCK
      SUBJECT TO THIS PLAN

     

    Subject
      to the provisions of Section 6.1.1 of the Plan, the total number of shares
      of
      stock which may be issued under options granted pursuant to this Plan and the
      total number of shares provided for issuance under this Plan shall be 863,147
      shares of Common Stock and shall at no time exceed the applicable percentage
      as
      calculated in accordance with Section 260.140.45 of Chapter 3 of Title 10 of
      the
      California Code of Regulations. The shares covered by the portion of any grant
      under the Plan which expires unexercised shall become available again for grants
      under the Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. ADMINISTRATION

     

    4.1 General.
      This
      Plan shall be administered by the Board of Directors of the Company (the
“Board”)
      or,
      either in its entirety or only insofar as required pursuant to Section 4(b)
      hereof, by a committee (the “Committee”)
      of at
      least two Board members to which administration of the Plan, or of part of
      the
      Plan, is delegated (in either case, the “Administrator”).

     

    4.2 Public
      Company. From
      and
      after such time as the Company registers a class of equity securities under
      Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      it is
      intended that this Plan shall be administered in accordance with the
      disinterested administration requirements of Rule 16b-3 promulgated by the
      Securities and Exchange Commission (“Rule
      16b-3”),
      or
      any successor rule thereto.

     

    4.3 Authority
      of Administrator.
      Subject
      to the other provisions of this Plan, the Administrator shall have the
      authority, in its discretion: (i) to grant Options; (ii) to determine the
      fair market value of the Common Stock subject to Options; (iii) to determine
      the
      exercise price of Options granted; (iv) to determine the persons (each an
“Optionee”)
      to
      whom, and the time or times at which, Options shall be granted, and the number
      of shares subject to each Option; (v) to interpret this Plan; (vi) to prescribe,
      amend, and rescind rules and regulations relating to this Plan; (vii) to
      determine the terms and provisions of each Option granted (which need not be
      identical), including but not limited to, the time or times at which Options
      shall be exercisable; (viii) with the consent of the Optionee, to modify or
      amend any Option; (ix) to defer (with the consent of the Optionee) the exercise
      date of any Option; (x) to authorize any person to execute on behalf of the
      Company any instrument evidencing the grant of an Option; and (xi) to make
      all
      other determinations deemed necessary or advisable for the administration of
      this Plan. The Administrator may delegate nondiscretionary administrative duties
      to such employees of the Company as it deems proper.

     

    4.4 Interpretation
      by Administrator.
      All
      questions of interpretation, implementation, and application of this Plan shall
      be determined by the Administrator. Such determinations shall be final and
      binding on all persons.

     

    4.5 Rule
      16b-3.
       With
      respect to persons subject to Section 16 of the Exchange Act, if any,
      transactions under this Plan are intended to comply with the applicable
      conditions of Rule 16b-3, or any successor rule thereto. To the extent any
      provision of this Plan or action by the Administrator fails to so comply, it
      shall be deemed null and void, to the extent permitted by law and deemed
      advisable by the Administrator. Notwithstanding the above, it shall be the
      responsibility of such persons, not of the Company or the Administrator, to
      comply with the requirements of Section 16 of the Exchange Act; and neither
      the Company nor the Administrator shall be liable if this Plan or any
      transaction under this Plan fails to comply with the applicable conditions
      of
      Rule 16b-3 or any successor rule thereto, or if any such person incurs any
      liability under Section 16 of the Exchange Act.

     

    
      
         

      

      
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    5. GRANTING
      OF OPTIONS; OPTION AGREEMENT

     

    5.1 Termination
      of Plan.
      No
      options shall be granted under this Plan after ten years from the date of
      adoption of this Plan by the Board.

     

    5.2 Stock
      Option Agreement. Each
      Option shall be evidenced by a written stock option agreement (the “Option
      Agreement”),
      in
      form satisfactory to the Company, executed by the Company and the person to
      whom
      such Option is granted; provided, however, that the failure by the Company,
      the
      Optionee, or both, to execute the Option Agreement shall not invalidate the
      granting of an Option, although the exercise of each option shall be subject
      to
      Section 6.1.3.

     

    5.3 Type
      of Option.
      The
      Option Agreement shall specify whether each Option it evidences is an NQO or
      an
      ISO. 

     

    5.4 Early
      Approval of Grants. Subject
      to Section 6.3.3 with respect to ISOs, the Administrator may approve the grant
      of Options under this Plan to persons who are expected to become employees,
      directors or consultants of the Company, but are not employees, directors or
      consultants at the date of approval.

     

    6. TERMS
      AND CONDITIONS OF OPTIONS

     

    Each
      Option granted under this Plan shall be subject to the terms and conditions
      set
      forth in Section 6.1. NQOs shall be also subject to the terms and conditions
      set
      forth in Section 6.2, but not those set forth in Section 6.3. ISOs shall
      also be subject to the terms and conditions set forth in Section 6.3, but
      not those set forth in Section 6.2.

     

    6.1 Terms
      and Conditions to Which All Options Are Subject.
      Options
      granted under this Plan shall be subject to the following terms and
      conditions:

     

    6.1.1 Changes
      in Capital Structure.
      Subject
      to Section 6.1.2, if the stock of the Company is changed by reason of a stock
      split, reverse stock split, stock dividend, or recapitalization, combination
      or
      reclassification, appropriate adjustments shall be made by the Board in (a)
      the
      number and class of shares of stock subject to this Plan and each Option
      outstanding under this Plan, and (b) the exercise price of each outstanding
      Option; provided, however, that the Company shall not be required to issue
      fractional shares as a result of any such adjustments. Each such adjustment
      shall be subject to approval by the Board in its absolute
      discretion.

     

    6.1.2 Corporate
      Transactions.

     

    (a) Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Optionee at least 30 days prior to such proposed
      action. To the extent not previously exercised, all Options will terminate
      immediately prior to the consummation of such proposed action.

     

    
      
         

      

      
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    (b) 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:

     

    (i) Options.
      Each
      Option shall be assumed or an equivalent option substituted by the successor
      corporation (including as a “successor” any purchaser of substantially all of
      the assets of the Company) or a parent or subsidiary of the successor
      corporation. In the event that the successor corporation refuses to assume
      or
      substitute for the Option, the Optionee shall have the right to exercise the
      Option as to all of the shares of Common Stock covered by the Option, including
      Shares as to which it would not otherwise be exercisable. If an Option is
      exercisable in lieu of assumption or substitution in the event of a merger
      or
      sale of assets, the Administrator shall notify the Optionee that the Option
      shall be fully exercisable for a period of 15 days from the date of such notice,
      and the Option shall terminate upon the expiration of such period. For the
      purposes of this paragraph, the Option shall be considered assumed if, following
      the merger or sale of assets, the option confers the right to purchase or
      receive, for each share of Common Stock subject to the Option 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 was not solely common stock of the successor corporation or its parent
      entity, the Administrator may, with the consent of the successor corporation,
      provide for the consideration to be received upon the exercise of the Option,
      for each Share of Common Stock subject to the Option, to be solely common stock
      of the successor corporation or its parent entity equal in fair market value
      to
      the per share consideration received by holders of Common Stock in the merger
      or
      sale of assets.

     

    6.1.3 Time
      of Option Exercise.
      Subject
      to Section 5 and Section 6.3.4, Options granted under this Plan shall be
      exercisable (a) immediately as of the effective date of the Option Agreement
      granting the Option, or (b) in accordance with a schedule related to the date
      of
      the grant of the Option, the date of first employment, or such other date as
      may
      be set by the Administrator (in any case, the “Vesting
      Base Date”)
      and
      specified in the Option Agreement relating to such Option; provided, however,
      that with respect to Options granted to employees who are not officers,
      directors or consultants, the right to exercise an Option must vest at the
      rate
      of at least 20% per year over five years from the date the Option was granted.
      Options granted to officers, directors or consultants may become fully
      exercisable, subject to reasonable conditions such as continued employment,
      at
      any time or during any period established by the Board of the Administrator
      in
      accordance with this Plan. In any case, no Option shall be exercisable until
      a
      written Option Agreement in form satisfactory to the Company is executed by
      the
      Company and the Optionee.

     

    6.1.4 Option
      Grant Date.
      Except
      in the case of advance approvals described in Section 5.4, the date of grant
      of
      an Option under this Plan shall be the date as of which the Administrator
      approves the grant. 

     

    
      
         

      

      
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    6.1.5 Nonassignability
      of Option Rights.
      Except
      as otherwise determined by the Administrator and expressly set forth in the
      Option Agreement, no Option granted under this Plan shall be assignable or
      otherwise transferable by the Optionee except by will or by the laws of descent
      and distribution. During the life of the Optionee, except as otherwise
      determined by the Administrator and expressly set forth in the Option Agreement,
      an Option shall be exercisable only by the Optionee.

     

    6.1.6 Payment.
      Except
      as provided below, payment in full, in cash, shall be made for all stock
      purchased at the time written notice of exercise of an Option is given to the
      Company, and proceeds of any payment shall constitute general funds of the
      Company. At the time an Option is granted or exercised, the Administrator,
      in
      the exercise of its absolute discretion after considering any tax or accounting
      consequences, may authorize any one or more of the following additional methods
      of payment:

     

    (a) Acceptance
      of the Optionee’s full recourse promissory note for all or part of the Option
      price, payable on such terms and bearing such interest rate as determined by
      the
      Administrator (but in no event less than the minimum interest rate specified
      under the Code at which no additional interest would be imputed and in no event
      more than the maximum interest rate allowed under applicable usury laws), which
      promissory note may be either secured or unsecured in such manner as the
      Administrator shall approve (including, without limitation, by a security
      interest in the shares of the Company); and

     

    (b) Delivery
      by the Optionee of Common Stock already owned by the Optionee for all or part
      of
      the Option price, provided the value (determined as set forth in
      Section 6.1.11) of such Common Stock is equal on the date of exercise to
      the Option price, or such portion thereof as the Optionee is authorized to
      pay
      by delivery of such stock; provided, however, that if an Optionee has exercised
      any portion of any Option granted by the Company by delivery of Common Stock,
      the Optionee may not, within six months following such exercise, exercise any
      Option granted under this Plan by delivery of Common Stock without the consent
      of the Administrator.

     

    6.1.7 Termination
      of Employment.

     

    (a) If,
      for
      any reason other than death, disability or “cause” (as defined below), an
      Optionee ceases to be employed by the Company or any of its Affiliates (such
      event being called a “Termination”),
      Options held at the date of Termination (to the extent then exercisable) may
      be
      exercised in whole or in part at any time within three months of the date of
      such Termination, or such other period of not less than 30 days after the date
      of such Termination as is specified in the Option Agreement (but in no event
      after the Expiration Date); provided,
      that if
      such exercise of the Option would result in liability for the Optionee under
      Section 16(b) of the Exchange Act, then such 90-day period automatically
      shall be extended until the tenth day following the last date upon which
      Optionee has any liability under Section 16(b) (but in no event after the
      Expiration Date).

     

    (b) If
      an
      Optionee dies while employed by the Company or an Affiliate or within the period
      that the Option remains exercisable after Termination, Options then held (to
      the
      extent then exercisable) may be exercised, in whole or in part, by the Optionee,
      by the Optionee’s personal representative, or by the person to whom the Option
      is transferred by devise or the laws of descent and distribution, at any time
      within 12 months after the death of the Optionee, or such other period of not
      less than six months from the date of Termination as is specified in the Option
      Agreement (but in no event after the Expiration Date). 

     

    
      
         

      

      
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    (c) If
      an
      Optionee ceases to be employed by the Company as a result of his or her
      disability, the Optionee may, but only within six months after the date of
      Termination (and in no event after the Expiration Date), exercise the Option
      to
      the extent otherwise entitled to exercise it at the date of Termination;
      provided, however, that if such disability is not a “disability” as such term is
      defined in Section 22(e)(3) of the Code, in the case of an ISO such ISO shall
      automatically convert to an NQO on the day three months and one day following
      such Termination. To the extent that the Optionee was not entitled to exercise
      the Option at the date of Termination or if the Optionee does not exercise
      such
      Option to the extent so entitled within the time specified herein, the Option
      shall terminate, and the Shares covered by such Option shall revert to the
      Plan.

     

    (d) If
      an
      Optionee is terminated for “cause” all Options then held by such Optionee shall
      terminate and no longer be exercisable as of the date of
      Termination.

     

    (e) For
      purposes of this Section 6.1.7, “employment”
      includes service as an employee, a director or as a consultant.

     

    (f) For
      purposes of this Section 6.1.7, an Optionee’s employment shall not be deemed to
      terminate by reason of sick leave, military leave or other leave of absence
      approved by the Administrator, if the period of any such leave does not exceed
      three months or, if longer, if the Optionee’s right to reemployment by the
      Company or any Affiliate is guaranteed either contractually or by
      statute.

     

    (g) For
      purposes of this Section 6.1.7, “cause”
shall
      mean Termination (i) by reason of Optionee’s commission of a felony,
      misdemeanor or other illegal conduct involving dishonesty, fraud or other
      matters of moral turpitude, (ii) by reason of Optionee’s dishonesty
      towards, fraud upon, or deliberate injury or attempted injury to the Company
      or
      any of its Affiliates, or (iii) by reason of Optionee’s willfully engaging
      in misconduct which is materially and demonstrably injurious to the Company
      or
      any of its Affiliates.

     

    
      
         

      

      
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    6.1.8 Withholding
      and Employment Taxes.
      At the
      time of exercise of an Option or at such other time as the amount of such
      obligations becomes determinable (the “Tax
      Date”),
      the
      Optionee shall remit to the Company in cash all applicable federal and state
      withholding and employment taxes. If authorized by the Administrator in its
      absolute discretion, after considering any tax or accounting consequences,
      an
      Optionee may elect to (i) deliver a full recourse promissory note on such terms
      as the Administrator deems appropriate, (ii) tender to the Company previously
      owned shares of Stock or other securities of the Company, or (iii) have shares
      of Common Stock which are acquired upon exercise of the Option withheld by
      the
      Company to pay some or all of the amount of tax that is required by law to
      be
      withheld by the Company as a result of the exercise of such Option, subject
      to
      the following limitations:

     

    (a) Any
      election pursuant to clause (iii) above by an Optionee subject to Section 16
      of
      the Exchange Act shall either (x) be made at least six months before the Tax
      Date and shall be irrevocable; or (y) shall be made in (or made earlier to
      take
      effect in) any ten-day period beginning on the third business day following
      the
      date of release for publication of the Company’s quarterly or annual summary
      statements of earnings and shall be subject to approval by the Administrator,
      which approval may be given at any time after such election has been made.
      In
      addition, in the case of (y), the Option shall be held at least six months
      prior
      to the Tax Date.

     

    (b) Any
      election pursuant to clause (ii) above, where the Optionee is tendering Common
      Stock issued pursuant to the exercise of an Option, shall require that such
      shares be held at least six months prior to the Tax Date.

     

    Any
      of
      the foregoing limitations may be waived (or additional limitations may be
      imposed) by the Administrator, in its absolute discretion, if the Administrator
      determines that such foregoing limitations are not required (or that such
      additional limitations are required) in order that the transaction shall be
      exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3, or any
      successor rule thereto. In addition, any of the foregoing limitations may be
      waived by the Administrator, in its sole discretion, if the Administrator
      determines that Rule 16b-3, or any successor rule thereto, is not applicable
      to
      the exercise of the Option by the Optionee or for any other reason.

     

    Any
      securities tendered or withheld in accordance with this Section 6.1.9 shall
      be
      valued by the Company as of the Tax Date.

     

    6.1.9 Other
      Provisions.
      Each
      Option granted under this Plan may contain such other terms, provisions, and
      conditions not inconsistent with this Plan as may be determined by the
      Administrator, and each ISO granted under this Plan shall include such
      provisions and conditions as are necessary to qualify the Option as an
“incentive stock option” within the meaning of Section 422 of the Code. If
      Options provide for a right of first refusal in favor of the Company with
      respect to stock acquired by employees, directors or consultants, such Options
      shall provide that the right of first refusal shall terminate upon the earlier
      of (i) the closing of the Company’s initial registered public offering to the
      public generally, or (ii) the date ten years after the grant date as set forth
      in Section 6.1.4.

     

    6.1.10 Determination
      of Value.
      For
      purposes of the Plan, the value of Common Stock or other securities of the
      Company shall be determined as follows:

     

    (a) If
      the
      stock of the Company is listed on any established stock exchange or a national
      market system, including without limitation the National Market System of the
      National Association of Securities Dealers, Inc. Automated Quotation System,
      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 system or exchange (or the
      largest such exchange) for the date the value is to be determined (or if there
      are no sales for such date, then for the last preceding business day on which
      there were sales), as reported in the Wall
      Street Journal
      or
      similar publication.

     

    
      
         

      

      
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    (b) If
      the
      stock of the Company 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 stock on the date the value is to
      be
      determined (or if there are no quoted prices for the date of grant, then for
      the
      last preceding business day on which there were quoted prices).

     

    (c) In
      the
      absence of an established market for the stock, the fair market value thereof
      shall be determined in good faith by the Administrator, by consideration of
      such
      factors as the Administrator in its discretion deems appropriate among the
      recent issue price of other securities of the Company, the Company’s net worth,
      prospective earning power, dividend-paying capacity, and other relevant factors,
      including the goodwill of the Company, the economic outlook in the Company’s
      industry, the Company’s position in the industry and its management, and the
      values of stock of other corporations in the same or a similar line of
      business.

     

    6.1.11 Option
      Term.
      Subject
      to Section 6.3.5, no Option shall be exercisable more than ten years after
      the
      date of grant, or such lesser period of time as is set forth in the Option
      Agreement (the end of the maximum exercise period stated in the stock option
      agreement is referred to in this Plan as the “Expiration
      Date”).

     

    6.1.12 Exercise
      Price.
      The
      exercise price of any Option granted to any person who owns, directly or by
      attribution under the Code (currently Section 424(d)), stock possessing
      more than ten percent of the total combined voting power of all classes of
      stock
      of the Company or of any Affiliate (a “Ten
      Percent Shareholder”)
      shall
      in no event be less than 110% of the fair market value (determined in accordance
      with Section 6.1.11) of the stock covered by the Option at the time the Option
      is granted.

     

    6.2 Exercise
      Price of NQOs.
      Except
      as set forth in Section 6.1.13, the exercise price of any NQO granted under
      this
      Plan shall be not less than 85% of the fair market value (determined in
      accordance with Section 6.1.11) of the stock subject to the Option on the date
      of grant.

     

    6.3 Terms
      and Conditions to Which Only ISOs Are Subject.
      Options
      granted under this Plan which are designated as ISOs shall be subject to the
      following terms and conditions:

     

    6.3.1 Exercise
      Price.
      Except
      as set forth in Section 6.1.13, the exercise price of an ISO shall be
      determined in accordance with the applicable provisions of the Code and shall
      in
      no event be less than the fair market value (determined in accordance with
      Section 6.1.11) of the stock covered by the Option at the time the Option is
      granted.

     

    
      
         

      

      
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    6.3.2 Disqualifying
      Dispositions.
      If
      stock acquired by exercise of an ISO granted pursuant to this Plan is disposed
      of in a “disqualifying disposition” within the meaning of Section 422 of the
      Code, the holder of the stock immediately before the disposition shall promptly
      notify the Company in writing of the date and terms of the disposition and
      shall
      provide such other information regarding the Option as the Company may
      reasonably require.

     

    6.3.3 Grant
      Date.
      If an
      ISO is granted in anticipation of employment as provided in Section 5.4, the
      Option shall be deemed granted, without further approval, on the date the
      grantee assumes the employment relationship forming the basis for such grant,
      and, in addition, satisfies all requirements of this Plan for Options granted
      on
      that date.

     

    6.3.4 Vesting.
      Notwithstanding any other provision of this Plan, ISOs granted under all
      incentive stock option plans of the Company and its subsidiaries may not “vest”
for more than $100,000 in fair market value of stock (measured on the grant
      dates(s)) in any calendar year. For purposes of the preceding sentence, an
      option “vests” when it first becomes exercisable. If, by their terms, such ISOs
      taken together would vest to a greater extent in a calendar year, and unless
      otherwise provided by the Administrator, the vesting limitation described above
      shall be applied by deferring the exercisability of those ISOs or portions
      of
      ISOs which have the highest per share exercise prices; but in no event shall
      more than $100,000 in fair market value of stock (measured on the grant date(s))
      vest in any calendar year. The ISOs or portions of ISOs whose exercisability
      is
      so deferred shall become exercisable on the first day of the first subsequent
      calendar year during which they may be exercised, as determined by applying
      these same principles and all other provisions of this Plan including those
      relating to the expiration and termination of ISOs. In no event, however, will
      the operation of this Section 6.3.4 cause an ISO to vest before its terms or,
      having vested, cease to be vested.

     

    6.3.5 Term.
      Notwithstanding Section 6.1.12, no ISO granted to any Ten Percent Shareholder
      shall be exercisable more than five years after the date of grant.

     

    7. MANNER
      OF EXERCISE

     

    7.1 Written
      Notice; Payment.
      An
      Optionee wishing to exercise an Option shall give written notice to the Company
      at its principal executive office, to the attention of the officer of the
      Company designated by the Administrator, accompanied by payment of the exercise
      price as provided in Section 6.1.6. The date the Company receives written notice
      of an exercise hereunder accompanied by payment of the exercise price will
      be
      considered as the date such Option was exercised.

     

    7.2 Delivery
      of Stock.
      Promptly after receipt of written notice of exercise of an Option, the Company
      shall, without stock issue or transfer taxes to the Optionee or other person
      entitled to exercise the Option, deliver to the Optionee or such other person
      a
      certificate or certificates for the requisite number of shares of stock. An
      Optionee or permitted transferee of an Optionee shall not have any privileges
      as
      a shareholder with respect to any shares of stock covered by the Option until
      the date of issuance (as evidenced by the appropriate entry on the books of
      the
      Company or a duly authorized transfer agent) of such shares.

     

    
      
         

      

      
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    8. EMPLOYMENT
      OR CONSULTING RELATIONSHIP

     

    Nothing
      in this Plan or any Option granted thereunder shall interfere with or limit
      in
      any way the right of the Company or of any of its Affiliates to terminate any
      Optionee’s employment or consulting at any time, nor confer upon any Optionee
      any right to continue in the employ of, or consult with, the Company or any
      of
      its Affiliates, nor interfere in any way with provisions in the Company’s
      charter documents or applicable law relating to the election, appointment,
      terms
      of office, and removal of members of the Board.

     

    9. FINANCIAL
      INFORMATION

     

    The
      Company shall provide to each Optionee during the period such Optionee holds
      an
      outstanding Option, and to each holder of Common Stock acquired upon exercise
      of
      Options granted under the Plan for so long as such person is a holder of such
      Common Stock, annual financial statements of the Company as prepared either
      by
      the Company or independent certified public accountants of the Company. Such
      financial statements shall include, at a minimum, a balance sheet and an income
      statement, and shall be delivered as soon as practicable following the end
      of
      the Company’s fiscal year. The provisions of this Section 9 shall not apply
      with respect to Optionees who are key employees of the Company whose duties
      in
      connection with the Company assures them access to information equivalent to
      the
      information provided in the financial statements.

     

    10. CONDITIONS
      UPON ISSUANCE OF SHARES

     

    Shares
      of
      Common Stock 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
      pursuant thereto shall comply with all relevant provisions of law, including,
      without limitation, the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    11. NONEXCLUSIVITY
      OF THE PLAN

     

    The
      adoption of the Plan shall not be construed as creating any limitations on
      the
      power of the Company to adopt such other incentive arrangements as it may deem
      desirable, including, without limitation, the granting of stock options other
      than under the Plan.

     

    12. MARKET
      STANDOFF

     

    Each
      Optionee, if so requested by the Company or any representative of the
      underwriters in connection with any registration of the offering of any
      securities of the Company under the Securities Act shall not sell or otherwise
      transfer any shares of Common Stock acquired upon exercise of Options during
      the
      180-day period following the effective date of a registration statement of
      the
      company filed under the Securities Act; provided, however, that such restriction
      shall apply only to the first two registration statements of the Company to
      become effective under the Securities Act which includes securities to be sold
      on behalf of the Company to the public in an underwritten public offering under
      the Securities Act. The Company may impose stop-transfer instructions with
      respect to securities subject to the foregoing restriction until the end of
      such
      180-day period.

     

    
      
         

      

      
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    13. AMENDMENTS
      TO PLAN

     

    The
      Board
      may at any time amend, alter, suspend or discontinue this Plan. Without the
      consent of an Optionee, no amendment, alteration, suspension or discontinuance
      may adversely affect outstanding Options except to conform this Plan and ISOs
      granted under this Plan to the requirements of federal or other tax laws
      relating to incentive stock options. No amendment, alteration, suspension or
      discontinuance shall require shareholder approval unless (a) shareholder
      approval is required to preserve incentive stock option treatment for federal
      income tax purposes, or (b) the Board otherwise concludes that shareholder
      approval is advisable.

     

    14. EFFECTIVE
      DATE OF PLAN

     

    This
      Plan
      shall become effective upon adoption by the Board provided, however, that no
      Option shall be exercisable unless and until written consent of the shareholders
      of the Company, or approval of shareholders of the Company voting at a validly
      called shareholders’ meeting, is obtained within 12 months after adoption by the
      Board. If such shareholder approval is not obtained within such time, Options
      granted hereunder shall terminate and be of no force and effect from and after
      expiration of such 12-month period. Options may be granted and exercised under
      this Plan only after there has been compliance with all applicable federal
      and
      state securities laws.

     

    
      	Plan adopted by the Board of Directors
              on: 	February 17, 1999
	Plan approved by Shareholders on:	April 28,
              1999


    

    


    
      
         

      

      
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