<SUBMISSION>
<ACCESSION-NUMBER>0000936392-05-000123
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20050523
<DATE-OF-FILING-DATE-CHANGE>20050520
<EFFECTIVENESS-DATE>20050523
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ILLUMINA INC
<CIK>0001110803
<ASSIGNED-SIC>3826
<IRS-NUMBER>330804655
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-125133
<FILM-NUMBER>05849526
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>9885 TOWNE CENTRE DRIVE
<STREET2>.
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
<PHONE>8582024500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>9885 TOWN CENTRE DRIVE
<STREET2>.
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a09382sv8.htm
<DESCRIPTION>FORM S-8
<TEXT>
<HTML>
<HEAD>
<TITLE>Illumina, Inc.</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="right" style="font-size: 10pt">As filed with the Securities
and Exchange Commission on May&nbsp;23, 2005<BR>
Registration No.&nbsp;333-__________


<DIV>
<DIV style="width:100%;border-bottom:2pt solid #000000;font-size:1pt">&nbsp;</DIV>

<DIV style="width:100%;border-bottom:1pt solid #000000;font-size:1pt">&nbsp;</DIV>
</DIV>




<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B></DIV>



<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>



<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>



<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>



<P align="center" style="font-size: 24pt"><B>ILLUMINA, INC.</B>


<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>33-0804655</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification Number)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><B>9885 Towne Centre Drive, San Diego, California 92121<BR>
(858)&nbsp;202-4500</B><BR>
(Address, including zip code, of Registrant&#146;s Principal Executive Office)



<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>




<P align="center" style="font-size: 10pt"><B>CyVera Corporation<BR>
2003 Employee, Director and Consultant Stock Plan</B><BR>
(Full title of the plan)



<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>




<P align="center" style="font-size: 10pt"><B>Jay T. Flatley<BR>
President and Chief Executive Officer<BR>
Illumina, Inc.<BR>
9885 Towne Centre Drive, San Diego, California 92121<BR>
(858)&nbsp;202-4500</B><BR>
(Name, address, including zip code, and telephone number, including area code, of agent for service)



<P>
<HR noshade width="26%" align="center" size="1" color="#000000">




<DIV align="center" style="font-size: 10pt">Copy to:</DIV>



<P align="center" style="font-size: 10pt"><B>Edward Y. Kim<BR>
Heller Ehrman LLP<BR>
275 Middlefield Road<BR>
Menlo Park, CA 94025-3506<BR>
(650)&nbsp;324-7000</B>



<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>

    <TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount to be</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering Price</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Aggregate</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registration</TD>

    <TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%" style="border-left: 1px solid #000000">&nbsp;</TD>

    <TD nowrap align="center">Title of Securities to be Registered</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registered (1)</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Per Share (2)</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering Price</TD>

    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Fee</TD>

    <TD width="1%" style="border-right: 1px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:30px; text-indent:-15px">Common Stock, $0.01 par value,
issuable under the CyVera
Corporation 2003 Employee,
Director and Consultant Stock
Plan(3)</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-top: 1px solid #000000">51,800 Shares</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" style="border-top: 1px solid #000000">$</TD>

<TD align="right" style="border-top: 1px solid #000000" colspan="2">9.68</TD>

    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000" colspan="2">501,424</TD>

    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" style="border-top: 1px solid #000000">$</TD>
    <TD align="right" style="border-top: 1px solid #000000" colspan="2">60</TD>

    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<HR size="1" width="18%" align="left" noshade color="#000000">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Pursuant to the Agreement and Plan of Merger (the &#147;<U>Merger Agreement</U>&#148;) dated as of
February&nbsp;22, 2005, among Registrant, Semaphore Acquisition Sub, Inc. and CyVera Corporation,
Registrant assumed all of the outstanding options to purchase Common Stock of CyVera
Corporation under the CyVera Corporation 2003 Employee, Director and Consultant Stock Plan,
and such options became or will become exercisable to purchase shares of Registrant&#146;s Common
Stock, with appropriate adjustments to the number of shares and exercise price of each assumed
option.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(h) under the Securities Act, based upon the average of the high and low sale
prices per share of the Registrant&#146;s Common Stock as reported on the Nasdaq National Market on
May&nbsp;16, 2005.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Each share of the Registrant&#146;s common stock being registered hereunder, if issued prior to
the termination by the Registrant of its preferred share rights agreement, includes Series&nbsp;A
junior participating preferred stock purchase rights. Prior to the occurrence of certain
events, the Series&nbsp;A junior participating preferred stock purchase rights will not be
exercisable or evidenced separately from the Registrant&#146;s common stock and have no value
except as reflected in the market price of the shares to which they are attached.</TD>
</TR>

</TABLE>



<P>

<DIV style="width:100%;border-bottom:1pt solid #000000;font-size:1pt">&nbsp;</DIV>

<DIV style="width:100%;border-bottom:2pt solid #000000;font-size:1pt">&nbsp;</DIV>










<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000"> PART I</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001"> Item&nbsp;1. Plan Information</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002"> Item&nbsp;2. Registrant Information and Employee Plan Annual Information</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;5. Interests of Named Experts and Counsel None</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009"> Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#010"> Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="a09382exv5w1.txt">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a09382exv10w30.txt">EXHIBIT 10.30</A></TD></TR>
<TR><TD colspan="9"><A HREF="a09382exv23w1.txt">EXHIBIT 23.1</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 " PART I" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>


<!-- link2 " Item&nbsp;1. Plan Information" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;1. <u><B>Plan Information</B></u>.<B>*</B>


<!-- link2 " Item&nbsp;2. Registrant Information and Employee Plan Annual Information" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;2. <u><B>Registrant Information and Employee Plan Annual Information</B></u>.<B>*</B>



<P align="left" style="font-size: 10pt">* The document(s) containing the information specified in Part I of Form&nbsp;S-8 have been or will be
sent or given to employees as specified by Rule&nbsp;428(b)(1) under the Securities Act of 1933, as
amended (the &#147;<U>Securities Act</U>&#148;).


<!-- link1 " PART II" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;3. <U><B>Incorporation of Documents by Reference</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and Exchange Commission (&#147;<U>SEC</U>&#148;) allows us to &#147;incorporate by reference&#148;
the information we file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be
part of this registration statement, and later information filed with the SEC will update and
supersede this information. We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, until our offering is complete:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the year ended January&nbsp;2, 2005, as filed with the
SEC on March&nbsp;8, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Amendment No.&nbsp;1 to our Annual Report on Form 10-K/A, as filed with the SEC on March
29, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Amendment No.&nbsp;2 to our Annual Report on Form 10-K/A, as filed with the SEC on April
28, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the quarterly period ended April&nbsp;3, 2005, as
filed with the SEC on April&nbsp;29, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Our Current Reports on Form 8-K, as filed with the SEC on February&nbsp;22, 2005 (but
only as to Item&nbsp;1.01), March&nbsp;3, 2005, April&nbsp;14, 2005, April&nbsp;15, 2005, and May&nbsp;4, 2005,
and our Current Report on Form 8-K/A, as filed with the SEC on February&nbsp;24, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>Our definitive proxy statement on Schedule&nbsp;14A, as filed
with the SEC on May&nbsp;17, 2005;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>The description of our common stock contained in our registration statement on Form
8-A filed with the SEC on April&nbsp;14, 2000 under the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating such
description; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="4%" nowrap align="left">&#149;&nbsp;&nbsp;</TD>
    <TD>The description of our preferred stock purchase rights contained in our registration
statement on Form 8-A filed with the SEC on May&nbsp;14, 2001 under the Securities Exchange
Act of 1934, as amended, including any amendment or report filed for the purpose of
updating such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents that we subsequently file under Sections&nbsp;13(a), 13(c), 14 and
15(d) of the Securities Exchange Act prior to the filing of a post-effective amendment, which
indicates that all securities offered under this registration statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part of this registration statement from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference into this registration statement shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained in
this registration statement or in any subsequently filed document which also is deemed to be
incorporated by reference in this registration statement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


<P align="center" style="font-size: 10pt">-2-
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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;4. Description of Securities" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;4. <u><B>Description of Securities</B></u><B>. </B>Not applicable.


<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel None" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;5. <u><B>Interests of Named Experts and Counsel</B></u><B>. </B>None.


<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;6. <u><B>Indemnification of Directors and Officers</B></u><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to Section&nbsp;145 of the Delaware General Corporation Law (&#147;Section&nbsp;145&#148;). Section
145 permits indemnification of officers and directors of the Company under certain conditions and
subject to certain limitations. Section&nbsp;145 also provides that a corporation has the power to
maintain insurance on behalf of our officers and directors against any liability asserted against
such person and incurred by him or her in such capacity, or arising out of his or her status as
such, whether or not the corporation would have the power to indemnify him or her against such
liability under the provisions of Section&nbsp;145.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI, Section&nbsp;6.1, of our Bylaws provides for mandatory indemnification of our directors
and officers and permissible indemnification of employees and other agents to the maximum extent
not prohibited by the Delaware General Corporation Law. The rights to indemnity thereunder continue
as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit
of the heirs, executors and administrators of the person. In addition, expenses incurred by a
director or executive officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding by reason of the fact that he or she is or was a director or officer of
(or was serving at our request as a director or officer of another corporation) shall be paid by us
in advance of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by us as authorized by the relevant
section of the Delaware General Corporation Law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by Section&nbsp;102(b)(7) of the Delaware General Corporation Law, our Certificate of
Incorporation provides that, pursuant to Delaware law, our directors shall not be personally liable
for monetary damages for breach of the directors&#146; fiduciary duty as directors to us and our
stockholders. This provision in the Certificate of Incorporation does not eliminate the directors&#146;
fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In addition, each director
will continue to be subject to liability for breach of the director&#146;s duty of loyalty for acts or
omission not in good faith or involving international misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Section&nbsp;174 of the Delaware
General Corporation Law. The provision also does not affect a director&#146;s responsibilities under any
other law, such as the federal securities laws or state or federal environmental laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into indemnification agreements with each of our directors and executive
officers. Generally, the indemnification agreements attempt to provide the maximum protection
permitted by Delaware law as it may be amended from time to time. Moreover, the indemnification
agreements provide for certain additional indemnification. Under such additional indemnification
provisions, however, an individual will not receive indemnification for judgments, settlements or
expenses if he or she is found liable to us (except to the extent the court determines he or she is
fairly and reasonably entitled to indemnity for expenses), for settlements not approved by us or
for settlements and expenses if the settlement is not approved by the court. The indemnification
agreements provide for us to advance to the individual any and all reasonable expenses (including
legal fees and expenses) incurred in investigating or defending any such action, suit or
proceeding. In order to receive an advance of expenses, the individual must submit to us copies of
invoices presented to him or her for such expenses. Also, the individual must repay such advances
upon a final judicial decision that he or she is not entitled to indemnification. We also maintain
directors&#146; and officers&#146; liability insurance.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;7. <u><B>Exemption from Registration Claimed</B></u><B>. </B>Not applicable.



<P align="center" style="font-size: 10pt">-3-
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<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link2 " Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;8. <u><B>Exhibits</B></u><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents are filed herewith (unless otherwise indicated) and made a part of
this registration statement.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description of Document </B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation for Series&nbsp;A Junior Participating Preferred Stock (included as an exhibit to Exhibit&nbsp;4.3).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock Certificate.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Investors Rights Agreement, dated November&nbsp;5, 1999, by and among the
Registrant and certain stockholders of the Registrant.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of May&nbsp;3, 2001, between the Company and Equiserve Trust Company,
N.A.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Heller Ehrman LLP.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.30
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CyVera Corporation 2003 Employee, Director and Consultant Stock Plan (the &#147;Plan&#148;) and
Amendment No.&nbsp;1 to the Plan.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Heller Ehrman LLP (contained in Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature page of this registration statement).</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<HR size="1" width="18%" align="left" noshade color="#000000">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to the same numbered exhibit filed with our Registration Statement
on Form S-1 (333-33922) filed April&nbsp;3, 2000, as amended.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to the same numbered exhibit filed with our Registration Statement
on Form 8-A (000-30361) filed May&nbsp;14, 2001.</TD>
</TR>

</TABLE>


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<DIV style="font-family: 'Times New Roman',Times,serif">





<!-- link2 " Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="left" style="font-size: 10pt">Item&nbsp;9. <u> <B>Undertakings</B></u><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;that, for purposes of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;to remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant&#146;s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial <I>bona fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as the indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 " SIGNATURES " -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on this 20th day of May, 2005.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">ILLUMINA, INC.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ JAY T. FLATLEY</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jay T. Flatley</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>President, Chief Executive Officer, acting Chief</I></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Financial Officer and Director</I></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><U><B>POWERS OF ATTORNEY</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL PERSONS BY PRESENTS, </B>that the undersigned officers and directors of Illumina, Inc., a
Delaware corporation, do hereby constitute and appoint Jay T. Flatley and John R. Stuelpnagel, and
each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of
the Commission in connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, each of the undersigned has executed this Power of Attorney as of the date
indicated. Pursuant to the requirements of the Securities Act, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature </B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ JAY T. FLATLEY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Chief Executive Officer,
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jay T. Flatley
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">acting Chief Financial Officer and</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director (Principal Executive,</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Accounting and Financial Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ JOHN R. STUELPNAGEL</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Chief
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John R. Stuelpnagel, D.V.M.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Operating Officer and Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/
DANIEL M. BRADBURY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May 20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Daniel M. Bradbury</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ KARIN EASTHAM
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Karin Eastham</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ PAUL GRINT
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Paul Grint, M.D.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ WILLIAM H. RASTETTER
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William H. Rastetter, Ph. D.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;/s/ DAVID R. WALT
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>May&nbsp;20, 2005</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade color="#000000"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David R. Walt, Ph. D.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">-7-
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="93%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description of Document</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designation for Series&nbsp;A Junior Participating Preferred Stock (included as an
exhibit to Exhibit&nbsp;4.3).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Common Stock Certificate.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Investors Rights Agreement, dated November&nbsp;5, 1999, by and among the
Registrant and certain stockholders of the Registrant.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of May&nbsp;3, 2001, between the Company and Equiserve Trust Company,
N.A.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Heller Ehrman LLP.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.30
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CyVera Corporation 2003 Employee, Director and Consultant Stock Plan (the &#147;Plan&#148;) and
Amendment No.&nbsp;1 to the Plan.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Heller Ehrman LLP (contained in Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on the signature page of this registration statement).</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P>
<HR size="1" width="18%" align="left" noshade color="#000000">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to the same numbered exhibit filed with our Registration Statement
on Form S-1 (333-33922) filed April&nbsp;3, 2000, as amended.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Incorporated by reference to the same numbered exhibit filed with our Registration Statement
on Form 8-A (000-30361) filed May&nbsp;14, 2001.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">
</DIV>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a09382exv5w1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

May 20, 2005

ILLUMINA, INC.
9885 TOWNE CENTRE DRIVE
SAN DIEGO, CALIFORNIA 92121

RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have acted as counsel to Illumina, Inc., a Delaware corporation (the
"Company"), in connection with the registration statement on Form S-8 to be
filed by the Company with the Securities and Exchange Commission on or about May
20, 2005 (as may be further amended or supplemented, the "Registration
Statement") for the purpose of registering under the Securities Act of 1933, as
amended (the "Act"), the proposed sale by the Company of up to 51,800 shares
(the "Shares") of common stock, par value $0.01 (the "Common Stock"), issuable
by the Company under the CyVera Corporation 2003 Employee, Director and
Consultant Stock Plan (the "Plan").

      We have based our opinion upon our review of the following records,
documents, instruments and certificates:

            1. The Amended and Restated Certificate of Incorporation of the
      Company, as amended to date (the "Certificate"), certified by the Delaware
      Secretary of State, and certified to us by an officer of the Company as
      being complete and in full force and effect as of the date of this
      opinion;

            2. The Bylaws of the Company (the "Bylaws") certified to us by an
      officer of the Company as being complete and in full force and effect as
      of the date of this opinion;

            3. Records certified to us by an officer of the Company as
      constituting all records of proceedings and of actions of the Board of
      Directors and stockholders relating to the assumption of the Plan and the
      reservation of the Shares for issuance pursuant to the Plan;

            4. The Plan; and

            5. Information provided by the Company's transfer agent as to the
      number of shares of the Company's Common Stock outstanding as of May 18,
      2005.

      In connection with this opinion, we have, with your consent, assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the authenticity and conformity to the originals of all records,
documents and instruments submitted to us as copies.

      This opinion is limited to the federal laws of the United States of
America and the Delaware General Corporation Law, and we disclaim any opinion as
to the laws of any other jurisdiction. We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body or as to any related judicial or
administrative opinion.

      Our opinion is qualified to the extent that in the event of a stock split,
share dividend or other reclassification of the Common Stock effected subsequent
to the date hereof, the number of shares of Common Stock issuable under the Plan
may be adjusted automatically, as set forth in the terms of the Plan, such that
the number of such shares, as so adjusted, may exceed the number of Company's
remaining authorized, but unissued shares of Common Stock following such
adjustment.

<PAGE>

      Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, and
subject to the assumptions and qualifications expressed herein, it is our
opinion that upon payment of the purchase price for the Shares and issuance and
delivery of the Shares pursuant to the terms of the Plan and the stock options
issued under the Plan, the Shares will be legally issued, fully paid and
non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to, and to
the use of this opinion in connection with, the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.

      This opinion letter is rendered to you and is solely for your benefit.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.

                                                        Very truly yours,

                                                        /s/ Heller Ehrman LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>3
<FILENAME>a09382exv10w30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.30

                               CYVERA CORPORATION

                2003 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

1.    DEFINITIONS.

      Unless otherwise specified or unless the context otherwise requires, the
      following terms, as used in this CyVera Corporation 2003 Employee,
      Director and Consultant Stock Plan, have the following meanings:

            Administrator means the Board of Directors, unless it has delegated
            power to act on its behalf to the Committee, in which case the
            Administrator means the Committee.

            Affiliate means a corporation which, for purposes of Section 424 of
            the Code, is a parent or subsidiary of the Company, direct or
            indirect.

            Board of Directors means the Board of Directors of the Company.

            Code means the United States Internal Revenue Code of 1986, as
            amended.

            Committee means the committee of the Board of Directors to which the
            Board of Directors has delegated power to act under or pursuant to
            the provisions of the Plan.

            Common Stock means shares of the Company's common stock, $.001 par
            value per share.

            Company means CyVera Corporation, a Delaware corporation.

            Disability or Disabled means permanent and total disability as
            defined in Section 22(e)(3) of the Code.

            Fair Market Value of a Share of Common Stock means:

            (1) If the Common Stock is listed on a national securities exchange
            or traded in the over-the-counter market and sales prices are
            regularly reported for the Common Stock, the closing or last price
            of the Common Stock on the Composite Tape or other comparable
            reporting system for the trading day immediately preceding the
            applicable date;

            (2) If the Common Stock is not traded on a national securities
            exchange but is traded on the over-the-counter market, if sales
            prices are not regularly reported for the Common Stock for the
            trading day referred to in clause (1), and if bid and asked prices
            for the Common Stock are regularly reported, the mean between the

<PAGE>

            bid and the asked price for the Common Stock at the close of trading
            in the over-the-counter market for the trading day on which Common
            Stock was traded immediately preceding the applicable date; and

            (3) If the Common Stock is neither listed on a national securities
            exchange nor traded in the over-the-counter market, such value as
            the Administrator, in good faith, shall determine.

            ISO means an option meant to qualify as an incentive stock option
            under Section 422 of the Code.

            Key Employee means an employee of the Company or of an Affiliate
            (including, without limitation, an employee who is also serving as
            an officer or director of the Company or of an Affiliate),
            designated by the Administrator to be eligible to be granted one or
            more Stock Rights under the Plan.

            Non-Qualified Option means an option which is not intended to
            qualify as an ISO.

            Option means an ISO or Non-Qualified Option granted under the Plan.

            Option Agreement means an agreement between the Company and a
            Participant delivered pursuant to the Plan, in such form as the
            Administrator shall approve.

            Participant means a Key Employee, director or consultant to whom one
            or more Stock Rights are granted under the Plan. As used herein,
            "Participant" shall include "Participant's Survivors" where the
            context requires.

            Plan means this CyVera Corporation 2003 Employee, Director and
            Consultant Stock Plan.

            Shares means shares of the Common Stock as to which Stock Rights
            have been or may be granted under the Plan or any shares of capital
            stock into which the Shares are changed or for which they are
            exchanged within the provisions of Paragraph 3 of the Plan. The
            Shares issued under the Plan may be authorized and unissued shares
            or shares held by the Company in its treasury, or both.

            Stock Grant means a grant by the Company of Shares under the Plan.

            Stock Grant Agreement means an agreement between the Company and a
            Participant delivered pursuant to the Plan, in such form as the
            Administrator shall approve.

            Stock Right means a right to Shares of the Company granted pursuant
            to the Plan -- an ISO, a Non-Qualified Option or a Stock Grant.

                                       2
<PAGE>

            Survivors means a deceased Participant's legal representatives
            and/or any person or persons who acquired the Participant's rights
            to a Stock Right by will or by the laws of descent and distribution.

2.    PURPOSES OF THE PLAN.

      The Plan is intended to encourage ownership of Shares by Key Employees and
directors of and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of ISOs,
Non-Qualified Options and Stock Grants.

3.    SHARES SUBJECT TO THE PLAN; ANNUAL INCREASE IN SHARES.

      (a) The number of Shares which may be issued from time to time pursuant to
this Plan shall be 1,000,000 or the equivalent of such number of Shares after
the Administrator, in its sole discretion, has interpreted the effect of any
stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 23 of the Plan.

      (b) If an Option ceases to be "outstanding", in whole or in part, or if
the Company shall reacquire any Shares issued pursuant to a Stock Grant, the
Shares which were subject to such Option and any Shares so reacquired by the
Company shall be available for the granting of other Stock Rights under the
Plan. Any Option shall be treated as "outstanding" until such Option is
exercised in full, or terminates or expires under the provisions of the Plan, or
by agreement of the parties to the pertinent Option Agreement.

4.    ADMINISTRATION OF THE PLAN.

      The Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to the Committee, in
which case the Committee shall be the Administrator. Subject to the provisions
of the Plan, the Administrator is authorized to:

      a.    Interpret the provisions of the Plan or of any Option or Stock Grant
            and to make all rules and determinations which it deems necessary or
            advisable for the administration of the Plan;

      b.    Determine which employees of the Company or of an Affiliate shall be
            designated as Key Employees and which of the Key Employees,
            directors and consultants shall be granted Stock Rights;

      c.    Determine the number of Shares for which a Stock Right or Stock
            Rights shall be granted, provided, however, that in no event shall
            Stock Rights with respect to

                                       3
<PAGE>

            more than 1,000,000 shares (subject to adjustment under Section 23)
            be granted to any Participant in any fiscal year;

      d.    Specify the terms and conditions upon which a Stock Right or Stock
            Rights may be granted; and

      e.    Adopt any sub-plans applicable to residents of any specified
            jurisdiction as it deems necessary or appropriate in order to comply
            with or take advantage of any tax laws applicable to the Company or
            to Plan Participants or to otherwise facilitate the administration
            of the Plan, which sub-plans may include additional restrictions or
            conditions applicable to Options or Shares acquired upon exercise of
            Options.

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated as
ISOs. Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is the Committee. In addition, if the Administrator is the
Committee, the Board of Directors may take any action under the Plan that would
otherwise be the responsibility of the Committee.

      If permissible under applicable law, the Board of Directors or the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any portion of its
responsibilities and powers to any other person selected by it. Any such
allocation or delegation may be revoked by the Board of Directors or the
Committee at any time.

5.    ELIGIBILITY FOR PARTICIPATION.

      The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time a Stock
Right is granted. Notwithstanding the foregoing, the Administrator may authorize
the grant of a Stock Right to a person not then an employee, director or
consultant of the Company or of an Affiliate; provided, however, that the actual
grant of such Stock Right shall be conditioned upon such person becoming
eligible to become a Participant at or prior to the time of the delivery of the
Agreement evidencing such Stock Right. ISOs may be granted only to Key
Employees. Non-Qualified Options and Stock Grants may be granted to any Key
Employee, director or consultant of the Company or an Affiliate. The granting of
any Stock Right to any individual shall neither entitle that individual to, nor
disqualify him or her from, participation in any other grant of Stock Rights.

                                       4
<PAGE>

6. TERMS AND CONDITIONS OF OPTIONS.

      Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such terms and conditions, consistent with the terms and
conditions specifically required under this Plan, as the Administrator may deem
appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto. The Option
Agreements shall be subject to at least the following terms and conditions:

      A.    Non-Qualified Options: Each Option intended to be a Non-Qualified
            Option shall be subject to the terms and conditions which the
            Administrator determines to be appropriate and in the best interest
            of the Company, subject to the following minimum standards for any
            such Non-Qualified Option:

            a.    Option Price: Each Option Agreement shall state the option
                  price (per share) of the Shares covered by each Option, which
                  option price shall be determined by the Administrator but
                  shall not be less than the par value per share of Common
                  Stock;

            b.    Each Option Agreement shall state the number of Shares to
                  which it pertains;

            c.    Each Option Agreement shall state the date or dates on which
                  it first is exercisable and the date after which it may no
                  longer be exercised, and may provide that the Option rights
                  accrue or become exercisable in installments over a period of
                  months or years, or upon the occurrence of certain conditions
                  or the attainment of stated goals or events; and

            d.    Exercise of any Option may be conditioned upon the
                  Participant's execution of a Share purchase agreement in form
                  satisfactory to the Administrator providing for certain
                  protections for the Company and its other shareholders,
                  including requirements that:

                  i.    The Participant's or the Participant's Survivors' right
                        to sell or transfer the Shares may be restricted; and

                  ii.   The Participant or the Participant's Survivors may be
                        required to execute letters of investment intent and
                        must also acknowledge that the Shares will bear legends
                        noting any applicable restrictions.

      B.    ISOs: Each Option intended to be an ISO shall be issued only to a
            Key Employee and be subject to the following terms and conditions,
            with such additional restrictions or changes as the Administrator
            determines are appropriate but not in conflict with Section 422 of
            the Code and relevant regulations and rulings of the Internal
            Revenue Service:

                                       5
<PAGE>

            a.    Minimum standards: The ISO shall meet the minimum standards
                  required of Non-Qualified Options, as described in Paragraph
                  6(A) above, except clause (a) thereunder.

            b.    Option Price: Immediately before the ISO is granted, if the
                  Participant owns, directly or by reason of the applicable
                  attribution rules in Section 424(d) of the Code:

                  i.    Ten percent (10%) or less of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, the Option price per share of the Shares
                        covered by each ISO shall not be less than one hundred
                        percent (100%) of the Fair Market Value per share of the
                        Shares on the date of the grant of the ISO; or

                  ii.   More than ten percent (10%) of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, the Option price per share of the Shares
                        covered by each ISO shall not be less than one hundred
                        ten percent (110%) of the said Fair Market Value on the
                        date of grant.

            c.    Term of Option: For Participants who own

                  i.    Ten percent (10%) or less of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, each ISO shall terminate not more than ten
                        (10) years from the date of the grant or at such earlier
                        time as the Option Agreement may provide; or

                  ii.   More than ten percent (10%) of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, each ISO shall terminate not more than five
                        (5) years from the date of the grant or at such earlier
                        time as the Option Agreement may provide.

            d.    Limitation on Yearly Exercise: The Option Agreements shall
                  restrict the amount of ISOs which may be exercisable in any
                  calendar year (under this or any other ISO plan of the Company
                  or an Affiliate) so that the aggregate Fair Market Value
                  (determined at the time each ISO is granted) of the stock with
                  respect to which ISOs are exercisable for the first time by
                  the Participant in any calendar year does not exceed one
                  hundred thousand dollars ($100,000), provided that this
                  subparagraph (d) shall have no force or effect if its
                  inclusion in the Plan is not necessary for Options issued as
                  ISOs to qualify as ISOs pursuant to Section 422(d) of the
                  Code.

                                       6
<PAGE>

7.    TERMS AND CONDITIONS OF STOCK GRANTS.

      Each offer of a Stock Grant to a Participant shall state the date prior to
which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Stock Grant Agreement shall be in a form
approved by the Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards:

      (a)   Each Stock Grant Agreement shall state the purchase price (per
            share), if any, of the Shares covered by each Stock Grant, which
            purchase price shall be determined by the Administrator but shall
            not be less than the minimum consideration required by the Delaware
            General Corporation Law on the date of the grant of the Stock Grant;

      (b)   Each Stock Grant Agreement shall state the number of Shares to which
            the Stock Grant pertains; and

      (c)   Each Stock Grant Agreement shall include the terms of any right of
            the Company to restrict or reacquire the Shares subject to the Stock
            Grant, including the time and events upon which such reacquisition
            rights shall accrue and the purchase price therefor, if any.

8.    EXERCISE OF OPTIONS AND ISSUE OF SHARES.

      An Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company or its designee, together with provision
for payment of the full purchase price in accordance with this Paragraph for the
Shares as to which the Option is being exercised, and upon compliance with any
other condition(s) set forth in the Option Agreement. Such notice shall be
signed by the person exercising the Option, shall state the number of Shares
with respect to which the Option is being exercised and shall contain any
representation required by the Plan or the Option Agreement. Payment of the
purchase price for the Shares as to which such Option is being exercised shall
be made (a) in United States dollars in cash or by check, or (b) at the
discretion of the Administrator, through delivery of shares of Common Stock
having a Fair Market Value equal as of the date of the exercise to the cash
exercise price of the Option and held for at least six months, or (c) at the
discretion of the Administrator, by having the Company retain from the shares
otherwise issuable upon exercise of the Option, a number of shares having a Fair
Market Value equal as of the date of exercise to the exercise price of the
Option, or (d) at the discretion of the Administrator, by delivery of the
grantee's personal recourse note bearing interest payable not less than annually
at market rate on the date of exercise and at no less than 100% of the
applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at
the discretion of the Administrator, in accordance with a cashless exercise
program established with a securities brokerage firm, and approved by the
Administrator, or (f) at the discretion of the Administrator, by any combination
of (a), (b), (c), (d) and (e) above. Notwithstanding the

                                       7
<PAGE>

foregoing, the Administrator shall accept only such payment on exercise of an
ISO as is permitted by Section 422 of the Code.

      The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.

      The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 26) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in Paragraph
6.B.d.

      The Administrator may, in its discretion, amend any term or condition of
an outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such amendment shall be made only with the
consent of the Participant to whom the Option was granted, or in the event of
the death of the Participant, the Participant's Survivors, if the amendment is
adverse to the Participant, and (iii) any such amendment of any ISO shall be
made only after the Administrator determines whether such amendment would
constitute a "modification" of any Option which is an ISO (as that term is
defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holder of such ISO.

9.    ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.

      A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Grant Agreement and delivering it to the Company or its
designee, together with provision for payment of the full purchase price, if
any, in accordance with this Paragraph for the Shares as to which such Stock
Grant is being accepted, and upon compliance with any other conditions set forth
in the Stock Grant Agreement. Payment of the purchase price for the Shares as to
which such Stock Grant is being accepted shall be made (a) in United States
dollars in cash or by check, or (b) at the discretion of the Administrator,
through delivery of shares of Common Stock held for at least six months having a
Fair Market Value equal as of the date of acceptance of the Stock Grant to the
purchase price of the Stock Grant, or (c) at the discretion of the
Administrator, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Administrator, by any combination of (a), (b) and (c) above.

      The Company shall then reasonably promptly deliver the Shares as to which
such Stock Grant was accepted to the Participant (or to the Participant's
Survivors, as the case may be), subject to any escrow provision set forth in the
Stock Grant Agreement. In determining what

                                       8
<PAGE>

constitutes "reasonably promptly," it is expressly understood that the issuance
and delivery of the Shares may be delayed by the Company in order to comply with
any law or regulation (including, without limitation, state securities or "blue
sky" laws) which requires the Company to take any action with respect to the
Shares prior to their issuance.

      The Administrator may, in its discretion, amend any term or condition of
an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or
condition as amended is permitted by the Plan, and (ii) any such amendment shall
be made only with the consent of the Participant to whom the Stock Grant was
made, if the amendment is adverse to the Participant.

10.   RIGHTS AS A SHAREHOLDER.

      No Participant to whom a Stock Right has been granted shall have rights as
a shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant and tender of
the full purchase price, if any, for the Shares being purchased pursuant to such
exercise or acceptance and registration of the Shares in the Company's share
register in the name of the Participant.

11.   ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

      By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) as approved by the Administrator in its discretion and
set forth in the applicable Option Agreement or Stock Grant Agreement.
Notwithstanding the foregoing, an ISO transferred except in compliance with
clause (i) above shall no longer qualify as an ISO. The designation of a
beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not
be deemed a transfer prohibited by this Paragraph. Except as provided above, a
Stock Right shall only be exercisable or may only be accepted, during the
Participant's lifetime, by such Participant (or by his or her legal
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Stock Right or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.

12.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
      DEATH OR DISABILITY.

      Except as otherwise provided in a Participant's Option Agreement in the
event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised an Option, the following rules apply:

                                       9
<PAGE>

      a.    A Participant who ceases to be an employee, director or consultant
            of the Company or of an Affiliate (for any reason other than
            termination "for cause", Disability, or death for which events there
            are special rules in Paragraphs 13, 14, and 15, respectively), may
            exercise any Option granted to him or her to the extent that the
            Option is exercisable on the date of such termination of service,
            but only within such term as the Administrator has designated in a
            Participant's Option Agreement.

      b.    Except as provided in Subparagraph (c) below, or Paragraph 14 or 15,
            in no event may an Option intended to be an ISO, be exercised later
            than three (3) months after the Participant's termination of
            employment.

      c.    The provisions of this Paragraph, and not the provisions of
            Paragraph 14 or 15, shall apply to a Participant who subsequently
            becomes Disabled or dies after the termination of employment,
            director status or consultancy, provided, however, in the case of a
            Participant's Disability or death within three (3) months after the
            termination of employment, director status or consultancy, the
            Participant or the Participant's Survivors may exercise the Option
            within one (1) year after the date of the Participant's termination
            of service, but in no event after the date of expiration of the term
            of the Option.

      d.    Notwithstanding anything herein to the contrary, if subsequent to a
            Participant's termination of employment, termination of director
            status or termination of consultancy, but prior to the exercise of
            an Option, the Board of Directors determines that, either prior or
            subsequent to the Participant's termination, the Participant engaged
            in conduct which would constitute "cause", then such Participant
            shall forthwith cease to have any right to exercise any Option.

      e.    A Participant to whom an Option has been granted under the Plan who
            is absent from work with the Company or with an Affiliate because of
            temporary disability (any disability other than a permanent and
            total Disability as defined in Paragraph 1 hereof), or who is on
            leave of absence for any purpose, shall not, during the period of
            any such absence, be deemed, by virtue of such absence alone, to
            have terminated such Participant's employment, director status or
            consultancy with the Company or with an Affiliate, except as the
            Administrator may otherwise expressly provide.

      f.    Except as required by law or as set forth in a Participant's Option
            Agreement, Options granted under the Plan shall not be affected by
            any change of a Participant's status within or among the Company and
            any Affiliates, so long as the Participant continues to be an
            employee, director or consultant of the Company or any Affiliate.

                                       10
<PAGE>

13.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE."

      Except as otherwise provided in a Participant's Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all his or her outstanding Options have been
exercised:

      a.    All outstanding and unexercised Options as of the time the
            Participant is notified his or her service is terminated "for cause"
            will immediately be forfeited.

      b.    For purposes of this Plan, "cause" shall include (and is not limited
            to) dishonesty with respect to the Company or any Affiliate,
            insubordination, substantial malfeasance or non-feasance of duty,
            unauthorized disclosure of confidential information, breach by the
            Participant of any provision of any employment, consulting,
            advisory, nondisclosure, non-competition or similar agreement
            between the Participant and the Company, and conduct substantially
            prejudicial to the business of the Company or any Affiliate. The
            determination of the Administrator as to the existence of "cause"
            will be conclusive on the Participant and the Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service but prior to the exercise of an Option, that
            either prior or subsequent to the Participant's termination the
            Participant engaged in conduct which would constitute "cause", then
            the right to exercise any Option is forfeited.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to that Participant.

14.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

      Except as otherwise provided in a Participant's Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:

      a.    To the extent that the Option has become exercisable but has not
            been exercised on the date of Disability; and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion through the date of Disability of
            any additional vesting rights that would have accrued on the next
            vesting date had the Participant not become

                                       11
<PAGE>

            Disabled. The proration shall be based upon the number of days
            accrued in the current vesting period prior to the date of
            Disability.

      A Disabled Participant may exercise such rights only within the period
ending one (1) year after the date of the Participant's termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled and
had continued to be an employee, director or consultant or, if earlier, within
the originally prescribed term of the Option.

      The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

15.   EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

      Except as otherwise provided in a Participant's Option Agreement, in the
event of the death of a Participant while the Participant is an employee,
director or consultant of the Company or of an Affiliate, such Option may be
exercised by the Participant's Survivors:

      a.    To the extent that the Option has become exercisable but has not
            been exercised on the date of death; and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion through the date of death of any
            additional vesting rights that would have accrued on the next
            vesting date had the Participant not died. The proration shall be
            based upon the number of days accrued in the current vesting period
            prior to the Participant's date of death.

      If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

16.   EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.

      In the event of a termination of service (whether as an employee, director
or consultant) with the Company or an Affiliate for any reason before the
Participant has accepted a Stock Grant, such offer shall terminate.

                                       12
<PAGE>

      For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to
whom a Stock Grant has been offered and accepted under the Plan who is absent
from work with the Company or with an Affiliate because of temporary disability
(any disability other than a permanent and total Disability as defined in
Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not,
during the period of any such absence, be deemed, by virtue of such absence
alone, to have terminated such Participant's employment, director status or
consultancy with the Company or with an Affiliate, except as the Administrator
may otherwise expressly provide.

      In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any
change of employment or other service within or among the Company and any
Affiliates shall not be treated as a termination of employment, director status
or consultancy so long as the Participant continues to be an employee, director
or consultant of the Company or any Affiliate.

17.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
      DEATH OR DISABILITY.

      Except as otherwise provided in a Participant's Stock Grant Agreement, in
the event of a termination of service (whether as an employee, director or
consultant), other than termination "for cause," Disability, or death for which
events there are special rules in Paragraphs 18, 19, and 20, respectively,
before all Company rights of repurchase shall have lapsed, then the Company
shall have the right to repurchase that number of Shares subject to a Stock
Grant as to which the Company's repurchase rights have not lapsed.

18.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".

      Except as otherwise provided in a Participant's Stock Grant Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause":

      a.    All Shares subject to any Stock Grant shall be immediately subject
            to repurchase by the Company at the purchase price, if any, thereof.

      b.    For purposes of this Plan, "cause" shall include (and is not limited
            to) dishonesty with respect to the employer, insubordination,
            substantial malfeasance or non-feasance of duty, unauthorized
            disclosure of confidential information, breach by the Participant of
            any provision of any employment, consulting, advisory,
            nondisclosure, non-competition or similar agreement between the
            Participant and the Company, and conduct substantially prejudicial
            to the business of the Company or any Affiliate. The determination
            of the Administrator as to the existence of "cause" will be
            conclusive on the Participant and the Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of

                                       13
<PAGE>

            "cause" occur prior to termination. If the Administrator determines,
            subsequent to a Participant's termination of service, that either
            prior or subsequent to the Participant's termination the Participant
            engaged in conduct which would constitute "cause," then the
            Company's right to repurchase all of such Participant's Shares shall
            apply.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to that Participant.

19.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.

      Except as otherwise provided in a Participant's Stock Grant Agreement, the
following rules apply if a Participant ceases to be an employee, director or
consultant of the Company or of an Affiliate by reason of Disability: to the
extent the Company's rights of repurchase have not lapsed on the date of
Disability, they shall be exercisable; provided, however, that in the event such
rights of repurchase lapse periodically, such rights shall lapse to the extent
of a pro rata portion of the Shares subject to such Stock Grant through the date
of Disability as would have lapsed had the Participant not become Disabled. The
proration shall be based upon the number of days accrued prior to the date of
Disability.

      The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

20.   EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

      Except as otherwise provided in a Participant's Stock Grant Agreement, the
following rules apply in the event of the death of a Participant while the
Participant is an employee, director or consultant of the Company or of an
Affiliate: to the extent the Company's rights of repurchase have not lapsed on
the date of death, they shall be exercisable; provided, however, that in the
event such rights of repurchase lapse periodically, such rights shall lapse to
the extent of a pro rata portion of the Shares subject to such Stock Grant
through the date of death as would have lapsed had the Participant not died. The
proration shall be based upon the number of days accrued prior to the
Participant's death.

                                       14
<PAGE>

21.   PURCHASE FOR INVESTMENT.

      Unless the offering and sale of the Shares to be issued upon the
particular exercise or acceptance of a Stock Right shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended (the "1933 Act"), the Company shall be under no obligation to issue the
Shares covered by such exercise unless and until the following conditions have
been fulfilled:

      a.    The person(s) who exercise(s) or accept(s) such Stock Right shall
            warrant to the Company, prior to the receipt of such Shares, that
            such person(s) are acquiring such Shares for their own respective
            accounts, for investment, and not with a view to, or for sale in
            connection with, the distribution of any such Shares, in which event
            the person(s) acquiring such Shares shall be bound by the provisions
            of the following legend which shall be endorsed upon the
            certificate(s) evidencing their Shares issued pursuant to such
            exercise or such grant:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee, unless (1)
                  either (a) a Registration Statement with respect to such
                  shares shall be effective under the Securities Act of 1933, as
                  amended, or (b) the Company shall have received an opinion of
                  counsel satisfactory to it that an exemption from registration
                  under such Act is then available, and (2) there shall have
                  been compliance with all applicable state securities laws."

      b.    At the discretion of the Administrator, the Company shall have
            received an opinion of its counsel that the Shares may be issued
            upon such particular exercise or acceptance in compliance with the
            1933 Act without registration thereunder.

22.   DISSOLUTION OR LIQUIDATION OF THE COMPANY.

      Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised and all
Stock Grants which have not been accepted will terminate and become null and
void; provided, however, that if the rights of a Participant or a Participant's
Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise or accept any Stock Right to the extent
that the Stock Right is exercisable or subject to acceptance as of the date
immediately prior to such dissolution or liquidation.

                                       15
<PAGE>

23.   ADJUSTMENTS.

      Upon the occurrence of any of the following events, a Participant's rights
with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in a
Participant's Option Agreement or Stock Grant Agreement:

      A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, or (ii) additional shares or new or different shares
or other securities of the Company or other non-cash assets are distributed with
respect to such shares of Common Stock, the number of shares of Common Stock
deliverable upon the exercise or acceptance of such Stock Right may be
appropriately increased or decreased proportionately, and appropriate
adjustments may be made in the purchase price per share to reflect such events.
The number of Shares subject to the limitation in Paragraphs 3(b) and 4(c) shall
also be proportionately adjusted upon the occurrence of such events.

      B. Corporate Transactions. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets other than a transaction to merely change the state of
incorporation (a "Corporate Transaction"), the Administrator or the board of
directors of any entity assuming the obligations of the Company hereunder (the
"Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Corporate Transaction or securities of any successor or
acquiring entity; or (ii) upon written notice to the Participants, provide that
all Options must be exercised (either to the extent then exercisable or, at the
discretion of the Administrator, all Options being made fully exercisable for
purposes of this Subparagraph) within a specified number of days of the date of
such notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
Fair Market Value of the Shares subject to such Options (either to the extent
then exercisable or, at the discretion of the Administrator, all Options being
made fully exercisable for purposes of this Subparagraph) over the exercise
price thereof.

      With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants by substituting on an equitable basis for the
Shares then subject to such Stock Grants either the consideration payable with
respect to the outstanding Shares of Common Stock in connection with the
Corporate Transaction or securities of any successor or acquiring entity; or
(ii) upon written notice to the Participants, provide that all Stock Grants must
be accepted (to the extent then subject to acceptance) within a specified number
of days of the date of such notice, at the end of which period the offer of the
Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange
for a cash payment equal to the excess of the Fair Market Value of the Shares
subject to such Stock Grants over the purchase price thereof, if any. In
addition, in the event of a Corporate Transaction, the Administrator may waive
any or all Company repurchase rights with respect to outstanding Stock Grants.

                                       16
<PAGE>

      C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company other than a Corporate Transaction pursuant to
which securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, a Participant upon exercising
or accepting a Stock Right after the recapitalization or reorganization shall be
entitled to receive for the purchase price paid upon such exercise or acceptance
the number of replacement securities which would have been received if such
Stock Right had been exercised or accepted prior to such recapitalization or
reorganization.

      D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subparagraph A, B or C above with respect to ISOs shall be made
only after the Administrator determines whether such adjustments would
constitute a "modification" of such ISOs (as that term is defined in Section
424(h) of the Code) or would cause any adverse tax consequences for the holders
of such ISOs. If the Administrator determines that such adjustments made with
respect to ISOs would constitute a modification of such ISOs, it may refrain
from making such adjustments, unless the holder of an ISO specifically requests
in writing that such adjustment be made and such writing indicates that the
holder has full knowledge of the consequences of such "modification" on his or
her income tax treatment with respect to the ISO.

24.   ISSUANCES OF SECURITIES.

      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 subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company
prior to any issuance of Shares pursuant to a Stock Right.

25.   FRACTIONAL SHARES.

      No fractional shares shall be issued under the Plan and the person
exercising a Stock Right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.

26.   CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

      The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the

                                       17
<PAGE>

Company or an Affiliate at the time of such conversion. At the time of such
conversion, the Administrator (with the consent of the Participant) may impose
such conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.

27.   WITHHOLDING.

      In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Participant's salary, wages or other remuneration in connection with
the exercise or acceptance of a Stock Right or in connection with a
Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of
any right of repurchase, the Company may withhold from the Participant's
compensation, if any, or may require that the Participant advance in cash to the
Company, or to any Affiliate of the Company which employs or employed the
Participant, the statutory minimum amount of such withholdings unless a
different withholding arrangement, including the use of shares of the Company's
Common Stock or a promissory note, is authorized by the Administrator (and
permitted by law). For purposes hereof, the fair market value of the shares
withheld for purposes of payroll withholding shall be determined in the manner
provided in Paragraph 1 above, as of the most recent practicable date prior to
the date of exercise. If the fair market value of the shares withheld is less
than the amount of payroll withholdings required, the Participant may be
required to advance the difference in cash to the Company or the Affiliate
employer. The Administrator in its discretion may condition the exercise of an
Option for less than the then Fair Market Value on the Participant's payment of
such additional withholding.

28.   NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

      Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is defined in Section 424(c) as any disposition (including any sale
or gift) of such shares before the later of (a) two years after the date the Key
Employee was granted the ISO, or (b) one year after the date the Key Employee
acquired Shares by exercising the ISO, except as otherwise provided in Section
424(c) of the Code. If the Key Employee has died before such stock is sold,
these holding period requirements do not apply and no Disqualifying Disposition
can occur thereafter.

                                       18
<PAGE>

29.   TERMINATION OF THE PLAN.

      The Plan will terminate on December 1, 2013. The Plan may be terminated at
an earlier date by vote of the shareholders or the Board of Directors of the
Company; provided, however, that any such earlier termination shall not affect
any Option Agreements or Stock Grant Agreements executed prior to the effective
date of such termination.

30.   AMENDMENT OF THE PLAN AND AGREEMENTS.

      The Plan may be amended by the shareholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding Stock Rights granted under
the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code, and to the
extent necessary to qualify the shares issuable upon exercise or acceptance of
any outstanding Stock Rights granted, or Stock Rights to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Administrator which the Administrator determines is of a scope
that requires shareholder approval shall be subject to obtaining such
shareholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under a
Stock Right previously granted to him or her. With the consent of the
Participant affected, the Administrator may amend outstanding Option Agreements
and Stock Grant Agreements in a manner which may be adverse to the Participant
but which is not inconsistent with the Plan. In the discretion of the
Administrator, outstanding Option Agreements and Stock Grant Agreements may be
amended by the Administrator in a manner which is not adverse to the
Participant.

31.   EMPLOYMENT OR OTHER RELATIONSHIP.

      Nothing in this Plan or any Option Agreement or Stock Grant Agreement
shall be deemed to prevent the Company or an Affiliate from terminating the
employment, consultancy or director status of a Participant, nor to prevent a
Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other
service by the Company or any Affiliate for any period of time.

32.   GOVERNING LAW.

      This Plan shall be construed and enforced in accordance with the law of
the State of Delaware.

                                       19
<PAGE>

                                 AMENDMENT NO. 1

                                     TO THE

                               CYVERA CORPORATION

                2003 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

      In accordance with Paragraph 30. of the CyVera Corporation (the "Company")
2003 Employee, Director and Consultant Stock Plan (the "Plan"), the following
amendments are hereby made to the Plan:

Paragraph 1. of the Plan is hereby amended to include the following definitions:

            "Cause shall have the definition set forth in Paragraph 13. of the
      Plan."

            "Change in Control means: (i) any sale or transfer of all or
      substantially all of the assets of the Company; or (ii) any transaction
      (whether by merger, consolidation, sale of securities or otherwise)
      pursuant to which any entity or Person (other than (x) the Company, (y)
      any employee benefit plan of the Company, or (z) investors purchasing
      equity securities of the Company pursuant to a financing or a series of
      financings approved by the Board of Directors of the Company) acquires
      capital stock of the Company having more than fifty percent (50%) of the
      voting power of the stockholders of the Company; provided that a merger,
      consolidation or reorganization solely in connection with the
      reincorporation of the Company in another jurisdiction whereby the new
      corporation in such jurisdiction shall have the same ownership and capital
      structure as the Company shall in no event be deemed a Change in Control."

            "Constructive Termination means: (i) a reduction in Participant's
      then-current base salary by at least fifteen percent (15%), provided that
      an across-the-board reduction in the salary level of all other employees
      or consultants in positions similar to the Participant's by the same
      percentage amount as part of a general salary level reduction shall not
      constitute such a salary reduction; (ii) if Participant is an employee of
      the Company, a failure of the Company to provide Participant the
      opportunity to participate in the Company's employee welfare and benefit
      plans on the same terms as any other similarly situated employee of the
      Company, which failure has not been cured within thirty (30) days after
      written notice of such failure has been given by Participant to the
      Company; (iii) a material reduction in the Participant's job
      responsibilities, provided that neither a mere change in title alone nor
      reassignment following a Change of Control to a position that is
      substantially similar to the position held prior to the Change of Control
      shall constitute a material reduction in job responsibilities; or (iv) the
      Company's requirement that Participant perform his duties at a location
      greater than thirty (30) miles from Wallingford, Connecticut."




<PAGE>

            "Person means an individual, partnership, corporation, limited
      liability company, association, joint stock company, trust, joint venture,
      unincorporated organization or governmental entity or any department,
      agency or political subdivision thereof."

Paragraph 23.B. of the Plan is hereby amended by deleting Paragraph 23.B. in its
entirety and in lieu thereof substituting the following:

            "B. Corporate Transactions. If the Company is to be consolidated
      with or acquired by another entity in a merger, sale of all or
      substantially all of the Company's assets other than a transaction to
      merely change the state of incorporation (a "Corporate Transaction"), the
      Administrator or the board of directors of any entity assuming the
      obligations of the Company hereunder (the "Successor Board"), shall, as to
      outstanding Options, either (i) make appropriate provision for the
      continuation of such Options by substituting on an equitable basis for the
      Shares then subject to such Options either the consideration payable with
      respect to the outstanding shares of Common Stock in connection with the
      Corporate Transaction or securities of any successor or acquiring entity;
      or (ii) upon written notice to the Participants, provide that all Options
      must be exercised (either to the extent then exercisable or, at the
      discretion of the Administrator, all Options being made fully exercisable
      for purposes of this Subparagraph) within a specified number of days of
      the date of such notice, at the end of which period the Options shall
      terminate; or (iii) terminate all Options in exchange for a cash payment
      equal to the excess of the Fair Market Value of the Shares subject to such
      Options (either to the extent then exercisable or, at the discretion of
      the Administrator, all Options being made fully exercisable for purposes
      of this Subparagraph) over the exercise price thereof.

            Notwithstanding the foregoing, in the event (i) of a Change of
      Control and (ii) at the time of, or within twelve (12) months following
      the consummation of such Change of Control, the Company terminates a
      Participant's employment without Cause or such Participant terminates his
      or her employment upon Constructive Termination, then any Options held by
      such Participant shall immediately accelerate and become fully vested and
      exercisable. For purposes of this paragraph, a reorganization,
      recapitalization, transfer of assets or other transaction strictly within
      the same corporate group which includes the Company and which does not
      result in a meaningful change in the ownership of the parent of such
      corporate group shall not constitute an Change of Control unless so
      provided by the Company's Board of Directors.

            With respect to outstanding Stock Grants, the Administrator or the
      Successor Board, shall either (i) make appropriate provisions for the
      continuation of such Stock Grants by substituting on an equitable basis
      for the Shares then subject to such Stock Grants either the consideration
      payable with respect to the outstanding Shares of Common Stock in
      connection with the Corporate Transaction or securities of any successor
      or acquiring entity; or (ii) upon written notice to the Participants,
      provide that all Stock Grants must be accepted (to the extent then subject
      to acceptance) within a specified number of days of the date of such
      notice, at the end of which period the offer of the Stock Grants shall
      terminate; or (iii) terminate all Stock Grants in exchange for a cash
      payment equal to the excess of the Fair Market Value of the Shares subject
      to such

<PAGE>

      Stock Grants over the purchase price thereof, if any. In addition, in the
      event of a Corporate Transaction, the Administrator may waive any or all
      Company repurchase rights with respect to outstanding Stock Grants."

      The foregoing amendment shall become effective as of the date set forth
      below.

                                             CYVERA CORPORATION

                                             By:/s/ ALAN KERSEY
                                                -------------------------------
                                                Name: Alan Kersey
                                                Title: President and CEO

                                                Effective Date:  April 7, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>a09382exv23w1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Illumina, Inc. pertaining to the CyVera Corporation 2003 Employee,
Director and Consultant Stock Plan of our reports dated February 16, 2005, with
respect to the consolidated financial statements and schedule of Illumina, Inc.,
Illumina, Inc. management's assessment of the effectiveness of internal control
over financial reporting, and the effectiveness of internal control over
financial reporting of Illumina, Inc., included in its Annual Report (Form
10-K/A) for the year ended January 2, 2005, filed with the Securities and
Exchange Commission.

                                      /s/ Ernst & Young LLP

San Diego, California
May 16, 2005
</TEXT>
</DOCUMENT>
</SUBMISSION>
