<SUBMISSION>
<ACCESSION-NUMBER>0000950149-01-000321
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20010216
<EFFECTIVENESS-DATE>20010216
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JDS UNIPHASE CORP /CA/
<CIK>0000912093
<ASSIGNED-SIC>3674
<IRS-NUMBER>942579683
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-55796
<FILM-NUMBER>1549102
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>210 BAYPOINTE PKWY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084341800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>210 BAYPOINTE PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f68940s-8.txt
<DESCRIPTION>OPTICAL PROCESS AUTOMATION 2000 STOCK OPTION PLANS
<TEXT>

<PAGE>   1
As filed with the Securities and Exchange Commission on February 15, 2001

                                                      Registration No. 333-[___]

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                            JDS UNIPHASE CORPORATION
             (Exact name of registrant as specified in its charter)

                             ----------------------

               DELAWARE                                      94-2579683
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

                              210 BAYPOINTE PARKWAY
                           SAN JOSE, CALIFORNIA 95134
              (Address of registrant's principal executive offices)

      OPTICAL PROCESS AUTOMATION, INC. 2000 STOCK OPTION AND INCENTIVE PLAN

   OPTICAL PROCESS AUTOMATION, INC. 2000 SERIES B PREFERRED STOCK OPTION PLAN
                           (Full titles of the Plans)

                            Michael C. Phillips, Esq.
                 Senior Vice President, Business Development and
                                 General Counsel
                            JDS Uniphase Corporation
                              163 Baypointe Parkway
                           San Jose, California 95134
                                 (408) 434-1800
 (Name, address and telephone number, including area code, of agent for service)

                              WITH A COPY SENT TO:

                           John W. Campbell, III, Esq.
                             P. Rupert Russell, Esq.
                             Morrison & Foerster LLP
                                425 Market Street
                      San Francisco, California 94105-2482
                                 (415) 268-7000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                   PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
  TITLE OF SECURITIES            AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION
    TO BE REGISTERED             REGISTERED (1)       SHARE (2)             PRICE (2)             FEE
------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>                   <C>                   <C>
Common Stock, $.001 par value
per share                          860,223            $39.125            $33,656,224.88        $8,414.06
------------------------------------------------------------------------------------------------------------
Total
------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to the Agreement and Plan of Reorganization and Merger (the "Merger
    Agreement") dated as of October 24, 2000 by and among JDS Uniphase
    Corporation, JDSU Acquisition Three, Inc. and Optical Process Automation,
    Inc., JDS Uniphase Corporation assumed all of the outstanding options to
    purchase Common Stock and Series B Preferred Stock of Optical Process
    Automation, Inc. under the Plans referred to above, and such options become
    exercisable to purchase shares of JDS Uniphase Corporation Common Stock,
    with appropriate adjustments to the number of shares and exercise price of
    each assumed option in accordance with the Merger Agreement.

(2) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933, as amended.

(3) Computation based upon the fixed exercise prices of the options, all of
    which were previously granted and as converted pursuant to the terms of the
    Merger Agreement.

<PAGE>   2

                                EXPLANATORY NOTE

        This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register 860,223 shares of Common Stock of JDS Uniphase
Corporation, a Delaware corporation (the "Registrant"), issuable to eligible
employees and consultants and under Optical Process Automation, Inc's 2000 Stock
Option and Incentive Plan and 2000 Series B Prepared Stock Option Plan assumed
by Registrant upon the merger of Registrant's wholly owned subsidiary, JDSU
Acquisition Three, Inc., a Delaware corporation, with and into Optical Process
Automation, Inc. Corporation, a Florida corporation. The Plans were previously
an obligation of Optical Process Automation, Inc.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Plans specified on the cover page of this
Registration Statement, pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

        (a)    The Registrant's Annual Report on Form 10-K/A for the fiscal year
               ended June 30, 2000 filed pursuant to Section 13(a) or 15(d) of
               the Exchange Act, containing audited financial statements for the
               Registrant's latest fiscal year for which such statements have
               been filed.

        (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               Annual Report covered in (a) above.

        (c)    The description of the Common Stock of the Registrant, $.001 par
               value per share ("Common Stock"), contained in Registrant's
               Registration Statement on Form 8-A, filed pursuant to Section
               12(g) of the Exchange Act, including any amendment or report
               filed for the purpose of updating such description.

        All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities described herein
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. The
Registrant's Certificate of Incorporation contains provisions permitted by
Section 102(b)(7) of the DGCL.

        Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

        The Registrant's Amended and Restated Certificate of Incorporation
provides indemnification of directors and officers of the Registrant to the
fullest extent permitted by the DGCL. The Registrant has obtained liability
insurance for each director and officer of the Registrant for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers of the Registrant.

        The above discussion of the Registrant's Certificate of Incorporation
and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes.

         For information regarding the Registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.



                                        4
<PAGE>   4

ITEM 9.  UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

                      (ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table herein; and

                      (iii) 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 this Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2) That, for the purpose 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 bona
fide offering thereof.

               (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant'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'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 bona fide offering thereof.

        (c) Insofar as 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 Commission 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 that the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the 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 whether such indemnification by it is



                                       5
<PAGE>   5

against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                                       6
<PAGE>   6

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, 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 Jose, State of California, on February 15, 2001.


                                        JDS UNIPHASE CORPORATION


                                        By /s/ Jozef Straus, Ph.D.
                                           -------------------------------------
                                           Jozef Straus, Ph.D., Co-Chairman of
                                           the Board of Directors and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D. and
Anthony R. Muller, severally, such person's true and lawful attorneys-in-fact,
with full power of substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign on such
person's behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name and Signatures                                   Title                        Date
---------------------------                           -----                        ----
<S>                                   <C>                                    <C>
/s/ Jozef Straus, Ph.D.                   Chief Executive Officer and         February 15, 2001
---------------------------               Co-Chairman of the Board of
Jozef Straus, Ph.D.                      Directors (Principle Executive
                                                   Officer)

/s/ Donald R. Scifres, Ph.D                    Co-Chairman of the             February 15, 2001
---------------------------                  Board of Directors and
Donald R. Scifres, Ph.D                     President of the Amplification
                                             and Transmission Business
                                                    Group

/s/ Martin Kaplan                         Co-Chairman of the Board of         February 15, 2001
---------------------------                        Directors
Martin Kaplan


/s/ Charles J. Abbe                       President, Chief Operating          February 15, 2001
---------------------------                   Officer and Director
Charles J. Abbe


/s/ Anthony R. Muller                    Executive Vice President, Chief      February 15, 2001
---------------------------              Financial Officer and Secretary
Anthony R. Muller                      (Principal Financial and Accounting
                                                    Officer)

/s/ Bruce D. Day                                    Director                  February 15, 2001
---------------------------
Bruce D. Day

/s/ Peter A. Guglielmi                              Director                  February 15, 2001
---------------------------
Peter A. Guglielmi

/s/ Robert E. Enos                                  Director                  February 15, 2001
---------------------------
Robert E. Enos
</TABLE>



                                       7
<PAGE>   7

<TABLE>
<S>                                   <C>                                    <C>
/s/ John A. MacNaughton                             Director                  February 15, 2001
-------------------------
John A. MacNaughton

/s/ Wilson Sibbett, Ph.D.                           Director                  February 15, 2001
-------------------------
Wilson Sibbett, Ph.D.

/s/ Casimir S. Skrzypczak                           Director                  February 15, 2001
-------------------------
Casimir S. Skrzypczak

/s/ William J. Sinclair                             Director                  February 15, 2001
-------------------------
William J. Sinclair

/s/ Donald J. Listwin                               Director                  February 15, 2001
-------------------------
Donald J. Listwin
</TABLE>



                                       8
<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION
-----------                           -----------
<S>            <C>
    5.1        Opinion of Morrison & Foerster LLP

   23.1        Consent of Ernst & Young LLP, independent auditors

   24.1        Power of Attorney (included on signature page of this
               Registration Statement)

   99.1        Optical Process Automation, Inc. 2000 Stock Option and Incentive
               Plan

   99.2        Form of Stock Option Agreement for Optical Process Automation,
               Inc. 2000 Stock Option and Incentive Plan

   99.3        Optical Process Automation, Inc. 2000 Series B Preferred Stock
               Option Plan

   99.4        Form of Stock Option Agreement for Optical Process Automation,
               Inc. 2000 Series B Preferred Stock Option Plan
</TABLE>



                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>f68940ex5-1.txt
<DESCRIPTION>OPINION OF MORRISON & FOERSTER
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1



                             MORRISON & FOERSTER LLP
                            San Francisco, California

                                February 15, 2001

JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134

Re:       Optical Process Automation, Inc.'s 2000 Stock Option and Incentive
          Plan and 2000 Series B Preferred Stock Option Plan


To the Board of Directors:

        At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") executed by you on February 15, 2001, and to be
filed with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 860,223 shares of your common stock,
$.001 par value (the "Common Stock"), which will be issuable under the
above-referenced plans (the "Plans").

        As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the assumption of the
Plans by JDS Uniphase Corporation, and such documents as we have deemed
necessary to render this opinion, in connection with the acquisition of Optical
Process Automation, Inc. by JDS Uniphase Corporation.

        Based upon the foregoing, it is our opinion that the Common Stock, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                            Very truly yours,


                                            /s/ Morrison & Foerster LLP


                                            MORRISON & FOERSTER LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>f68940ex23-2.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.2



               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Optical Process Automation, Inc.'s 2000
Stock Option and Incentive Plan and 2000 Series B Preferred Stock Option Plan of
our report dated July 24, 2000, with respect to the consolidated financial
statements and schedule of JDS Uniphase Corporation incorporated by reference in
its Annual Report (Form 10-K/A) for the year ended June 30, 2000, filed with the
Securities and Exchange Commission.


                                                  /s/  Ernst & Young LLP


San Jose, California
February 9, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>f68940ex99-1.txt
<DESCRIPTION>OPTICAL PROCESS 2000 STOCK OPTION & INCENTIVE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1














                        OPTICAL PROCESS AUTOMATION, INC.

                      2000 STOCK OPTION AND INCENTIVE PLAN

<PAGE>   2

                        OPTICAL PROCESS AUTOMATION, INC.
                      2000 STOCK OPTION AND INCENTIVE PLAN


1.      PURPOSES OF THIS PLAN.

        The general purpose of this 2000 Stock Option and Incentive Plan is to
promote the interests of the Company and its shareholders by (i) providing
certain employees of and consultants to the Company with additional incentives
to continue and increase their efforts with respect to achieving success in the
business of the Company, its affiliates and its subsidiaries, and (ii)
attracting and retaining the best available personnel to participate in the
ongoing business operations of the Company and its subsidiaries.

        Options granted under this Plan may be either Incentive Stock Options or
Nonstatutory Stock Options, as determined at the discretion of the Board and as
reflected in the terms of the written option agreements. The Board may also
grant Stock Purchase Rights hereunder.

2.      DEFINITIONS.

        As used in this Plan, the following definitions shall apply:

        "Affiliates" means any other entity directly or indirectly controlling,
controlled by, or under common control, with the Company.

        "Affiliated SAR" means a SAR that is granted in connection with a
related Option, and which will be deemed to automatically be exercised
simultaneously with the exercise of the related Option.

        "Award" means, individually or collectively, a grant under this Plan,
including any Nonqualified Stock Options, Incentive Stock Options, SARs,
Restricted Stock, Performance Units, or Performance Shares.

        "Award Agreement" means an agreement entered into by each Participant
and the Company, setting forth the terms and provisions applicable to Awards
granted to Participants under the Plan.

        "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no Committee is appointed.

        "Board of Directors" means the full Board of Directors of the Company.

        "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute or statutes thereto. Reference to any
particular Code section shall include any successor section.

<PAGE>   3

        "Committee" shall mean the Committee appointed by the Board of Directors
in accordance with Section 4(a) of this Plan, if one is appointed, or if no
Committee is appointed, the Board of Directors.

        "Common Stock" shall mean the Common Stock of the Company.

        "Company" shall mean Optical Process Automation, Inc. a Florida
corporation.

        "Consultant" shall mean any person who is engaged by the Company or by
any Parent or Subsidiary to render consulting services and is compensated for
such consulting services, and any director of the Company whether compensated
for such services or not.

        "Continuous Status as an Employee or Consultant" shall mean the absence
of any interruption or termination of service as an Employee or Consultant, as
applicable. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

        "Disinterested Person" shall mean a member of the Board of Directors of
the Company: (i) who was not during the one year prior to service as an
administrator of this Plan granted or awarded equity securities pursuant to this
Plan, or any other plan of the Company or any of its affiliates entitling the
participants therein to acquire equity securities of the Company or any of its
affiliates except as permitted by Rule 16b-3(c)(2)(i) promulgated under the
Exchange Act ("Rule 16b-3(c)(2)(i)"); or (ii) who is otherwise considered to be
a "disinterested person" in accordance with Rule 16b-3(c)(2)(i), or any other
applicable rules, regulations or interpretations of the Securities and Exchange
Commission.

        "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company as a
common-law employee. The payment of a director's fee by the Company shall not be
sufficient to constitute "employment" by the Company.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        "Freestanding SAR" means a SAR that is granted independently of any
Options.

        "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

        "Major Event" shall be deemed to have occurred if (i) there shall be
consummated any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's common stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger generally have the



                                       2
<PAGE>   4

same proportionate ownership of common stock of the surviving corporation
immediately after the merger; (ii) there shall be consummated any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; (iii)
proceedings or actions for the liquidation or dissolution of the Company are
initiated by the Company; or (iv) any "person" (as defined in Sections 13(d) and
14(d) of the Exchange Act) (other than persons who beneficially own more than
30% of the capital stock of the Company on a fully diluted and as converted
basis outstanding as of the date of adoption of this Plan by the Board of
Directors) becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30% or more of the Company's
outstanding capital stock on a fully diluted and as converted basis at such
time; provided, however, that a "Major Event" shall not be deemed to have
occurred solely by reason of the consummation of a public offering by the
Company of common stock registered under the Securities Act.

        "Nonstatutory Stock Option" shall mean an Option which is not intended
to qualify as an Incentive Stock Option.

        "Option" shall mean a stock option granted pursuant to this Plan.

        "Optioned Stock" shall mean the Common Stock subject to an Option.

        "Optionee" shall mean an Employee or Consultant who receives an Option.

        "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

        "Participant" means an Employee of the Company who has outstanding an
Award granted under the Plan.

        "Performance Unit" means an Award granted to an Employee pursuant to
Section 12.

        "Performance Share" means an Award granted to an Employee, pursuant to
Section 12 herein.

        "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance goals, or upon the occurrence of other events as
determined by the Committee, in its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Section 11.

        "Plan" shall mean this 2000 Stock Option and Incentive Plan.

        "Purchaser" shall mean an Employee or Consultant who exercises a Stock
Purchase Right.

        "Restricted Stock" means an Award granted to a Participant pursuant to
Section 11.



                                       3
<PAGE>   5

        "Securities Act" shall mean the Securities Act of 1933, as amended.

        "Share" shall mean a share of Common Stock, as adjusted in accordance
with Section 14 of this Plan.

        "Stock Appreciation Right" or "SAR" means an Award, granted alone or in
connection with a related Option, designated as a SAR, pursuant to the terms of
Section 10.

        "Stock Purchase Right" shall mean a right to purchase Common Stock
pursuant to this Plan or the right to receive a bonus of Common Stock for past
services.

        "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        "Tandem SAR" means a SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
a Share under the related Option (and when a Share is purchased under the
Option, a SAR shall similarly be cancelled).

3.      STOCK SUBJECT TO THIS PLAN.

        Subject to the provisions of Section 14 of this Plan, the maximum
aggregate number of Shares under this Plan is 200,000. The Shares may be
authorized but unissued, or reacquired Common Stock, or both. If an Option or
Stock Purchase Right should expire, terminate, be cancelled or become
unexercisable for any reason without having been exercised in full, then the
unpurchased Shares which were subject thereto shall, unless this Plan shall have
been terminated, become available for future grant or sale under this Plan. In
addition, Shares issued under this Plan and later repurchased or otherwise
reacquired by the Company shall, unless this Plan shall have been terminated,
become available for future grant or sale under this Plan.

4.      ADMINISTRATION OF THIS PLAN.

        (a) Procedure. This Plan shall be administered by the Board of Directors
of the Company unless and until the Board of Directors delegates administration
to a Committee, as provided in this Section 4.

        (b) The Board of Directors may appoint a Committee consisting of not
less than two persons (who need not be members of the Board of Directors) to
administer this Plan on behalf of the Board of Directors, subject to such terms
and conditions not inconsistent with this Plan as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors. Members of the Board who are either eligible
for Options and/or Stock Purchase Rights or have been granted Options and/or
Stock Purchase Rights may vote on any matters affecting the administration of
this Plan or the grant of any Options and/or Stock Purchase Rights pursuant to
this Plan, except that no such member shall act upon the granting of an option
to such member, but any such member may be counted in



                                       4
<PAGE>   6

determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options and/or Stock Purchase
Rights to such member.

               (i) If the Company registers any class of any equity security
pursuant to Section 12 of the Exchange Act, from the effective date of such
registration until six months after the termination of such registration, any
grants of Options and/or Stock Purchase Rights to directors or officers who are
subject to Section 16 of the Exchange Act shall be made only by a Committee
consisting of two or more persons, each of whom shall be a Disinterested Person
(if necessary to meet the requirements of Rule 16b-3 promulgated under the
Exchange Act). The Board shall otherwise comply with the requirements of Rule
16b-3 promulgated under the Exchange Act, as from time to time in effect, unless
the Board expressly declares that any such requirement shall not apply.

               (ii) From time to time the Board of Directors may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and thereafter
directly administer this Plan. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board of Directors.

        (c) Powers of the Board. Subject to the provisions of this Plan, the
Board shall have plenary authority, in its discretion and without limitation, to
do the following: (i) to grant Incentive Stock Options, Nonstatutory Stock
Options or Stock Purchase Rights; (ii) to determine, upon review of relevant
information and in accordance with Section 7 of this Plan, the fair market value
of the Common Stock; (iii) to determine the exercise price per share of Options
or Stock Purchase Rights to be granted, which exercise price shall be determined
in accordance with Section 7 hereof; (iv) to determine the Employees or
Consultants to whom, and the time or times at which, Options or Stock Purchase
Rights shall be granted and the number of Shares to be represented by each
Option or Stock Purchase Right; (v) to interpret this Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to this Plan, and in the
exercise of this power, to correct any defect, omission or inconsistency in this
Plan or in any agreement relating to an Option or Stock Purchase Right, in a
manner and to the extent the Board shall deem necessary or expedient to make
this Plan fully effective; (vii) to determine the terms and provisions of each
Option or Stock Purchase Right granted (which need not be identical) and, with
the consent of the holder thereof, modify or amend each Option or Stock Purchase
Right; (viii) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option or Stock Purchase Right
previously granted by the Board; and (ix) to make all other determinations
deemed necessary or advisable for the administration of this Plan.

        (d) Board Determinations. In making determinations under this Plan, the
Board may take into account the nature of the services rendered by the
respective Employees and Consultants, their present and potential contributions
to the success of the Company, or its Subsidiaries, as the case may be, and such
other factors as the Board in its discretion shall deem relevant. All decisions,
determinations and interpretations of the Board shall be final and



                                       5
<PAGE>   7

binding on all Optionees, Purchasers and any other holders of any Options and/or
Stock Purchase Rights granted under this Plan.

5.      ELIGIBILITY.

        (a) Options and Stock Purchase Rights may be granted to Employees and
Consultants, provided that Incentive Stock Options may only be granted to
Employees. An Employee or Consultant who has been granted an Option or Stock
Purchase Right may, if such Employee or Consultant is otherwise eligible, be
granted additional Option(s) or Stock Purchase Right(s).

        (b) No Incentive Stock Option may be granted to an Employee which, when
aggregated with all other Incentive Stock Options granted to such Employee by
the Company or by any Parent or Subsidiary, would result in Shares having an
aggregate fair market value (determined for each Share as of the date of grant
of the Option covering such Share) in excess of $100,000 (or such different
amount as provided for under the Code requirements for Incentive Stock Options)
becoming first available for purchase upon exercise of one or more incentive
stock options during any calendar year.

        (c) Section 5(b) of this Plan shall apply only to an Incentive Stock
Option evidenced by a stock option agreement which sets forth the intention of
the Company and the Optionee that such Option shall qualify as an Incentive
Stock Option. Section 5(b) of this Plan shall not apply to any Option evidenced
by a stock option agreement which sets forth the intention of the Company and
the Optionee that such Option shall be a Nonstatutory Stock Option.

        (d) On and after the effective date of the registration of any class of
equity security of the Company pursuant to Section 12 of the Exchange Act, a
member of the Board of Directors who is not an Employee shall not be eligible
for the benefits of this Plan unless at the time an Option or Stock Purchase
Right is granted to such member, the Board expressly declares that such
exclusion will not apply.

6.      TERM OF PLAN.

        This Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by vote of the holders of a
majority of the outstanding shares of the Company entitled to vote on the
adoption of this Plan. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 16 of this Plan.

7.      EXERCISE PRICE AND CONSIDERATION.

        (a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option or Stock Purchase Right shall be such price as is
determined by the Board, but shall be subject to the following provisions:

               (i) In the case of an Incentive Stock Option:



                                       6
<PAGE>   8

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

                      (B) granted to any Employee other than an Employee
described in Section 7(a)(i)(A), the per share exercise price shall be no less
than 100% of the fair market value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option:

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

                      (B) granted to any Employee or Consultant, other than an
Employee or Consultant described in Section 7(a)(ii)(A), the per share exercise
price shall be no less than 85% of the fair market value per share on the date
of grant.

               (iii) In the case of a Stock Purchase Right granted to any
person, the per share exercise price shall be no less than 85% of the fair
market value per share on the date of grant; provided, however, that if such
person at the time of the grant of such Stock Purchase Right, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per share exercise price
shall be no less than 100% of the fair market value per share on the date of the
grant.

        (b) Fair market value shall be determined by the Board in its
discretion; provided, however, that where there is an active public market for
the Common Stock, the fair market value per share shall be determined as
follows:

               (i) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System, then the closing or last sale
price, respectively, on the date of grant, as reported in the Wall Street
Journal (or, if not so reported, as otherwise reported by the NASDAQ System).

               (ii) If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System but is traded in the over-the-counter
market, then the mean of the closing bid and asked prices on the date of grant
as reported in the Wall Street Journal (or, if not so reported, as otherwise
reported by the NASDAQ System).

        (c) The consideration to be paid for the Shares to be issued upon
exercise of an Option or Stock Purchase Right, including the method of payment,
shall be determined by the Board and may consist entirely of cash, check,
promissory note or other deferred payment



                                       7
<PAGE>   9

arrangement, other Shares of Common Stock having a fair market value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said Option or Stock Purchase Right shall be exercised, or any combination of
such methods of payment, or such other consideration and method of payment for
the issuance of Shares to the extent permitted under applicable law. In making
its determination as to the type of consideration to accept, the Board shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

8.      OPTIONS.

        (a) Term of Option. The term of each Option shall be ten (10) years from
the date of grant thereof or such shorter term as may be provided in the stock
option agreement relating to such Option. However, in the case of an Option
granted to an Employee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter time as may be
provided in the stock option agreement relating to such Option.

        (b) Exercise of Option. Any Option granted under this Plan shall be
exercisable at such times and under such conditions as determined by the Board,
such as vesting conditions and/or performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of this
Plan. Notwithstanding anything herein to the contrary, no Option granted
hereunder shall have a vesting period in excess of five (5) years.

               An Option may, but need not, include a provision whereby at any
time prior to termination of the Optionee's Continuous Status as an Employee or
Consultant, the Optionee may elect to exercise the Option as to all or any part
of the Shares subject to the Option prior to the stated vesting date of the
Option or of any vesting installment or installments specified in the Option.
Any shares so purchased from any unvested installment or Option may be subject
to a repurchase right in favor of the Company or to any restriction the Board
determines to be appropriate.

               An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. An Option may not be exercised for a fraction of a Share. Full payment
may, as authorized by the Board, consist of any consideration and method of
payment allowable under Section 7 of this Plan. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option. No adjustment will be made for a



                                       8
<PAGE>   10

dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of this Plan.

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


9.      STOCK PURCHASE RIGHTS.

        (a) Rights to Purchase. After the Board determines that it will offer an
Employee or Consultant a Stock Purchase Right, it shall deliver to the offeree a
stock purchase agreement or stock bonus agreement, as the case may be, setting
forth the terms, conditions and restrictions relating to the offer, including
the number of Shares which such person shall be entitled to purchase, and the
time within which such person must accept such offer, which shall in no event
exceed six (6) months from the date upon which the Board made the determination
to grant the Stock Purchase Right. The offer shall be accepted by execution of a
stock purchase agreement or stock bonus agreement in the form approved by the
Board.

        (b) Issuance of Shares. Forthwith after payment therefor, the Shares
purchased shall be duly issued; provided, however, that the Board may require
that the Purchaser make adequate provision for any federal and state withholding
obligations of the Company as a condition to the Purchaser purchasing such
Shares.

        (c) Other Provisions. The stock purchase agreement or stock bonus
agreement shall contain such other terms, provisions and conditions not
inconsistent with this Plan as may be determined by the Board, including rights
of first refusal as set forth in Section 22 hereof.

10.     STOCK APPRECIATION RIGHTS.

        (a) Grants of SARs. Tandem SARs may be awarded by the Committee in
connection with any Option granted under the Plan, either on the Date of Grant
of the Option or thereafter at any time prior to the exercise, termination or
expiration of the Option. Freestanding SARs may also be granted by the Committee
at any time. On the Date of Grant of a Freestanding SAR, the Committee shall
specify the number of shares of Common Stock covered by such right and the base
price of shares of Common Stock to be used in connection with the calculation
described in Section 10(c) below. SARs shall be subject to such terms and
conditions not inconsistent with the other provisions of this Plan as the
Committee shall determine.

        (b) Exercise of Tandem SARs. A Tandem SAR shall be exercisable only to
the extent that the related Option is exercisable and shall be exercisable only
for such period as the Committee may determine (which period may expire prior to
the expiration date of the related Option). Upon the exercise of all or a
portion of a Tandem SAR, the related Option shall be canceled with respect to an
equal number of shares of Common Stock. A Tandem SAR shall entitle the Grantee
to surrender to the Corporation unexercised the related Option, or any portion



                                       9
<PAGE>   11

thereof, and to receive from the Corporation in exchange therefor that number of
shares of Common Stock having an aggregate fair market value equal to (A) the
excess of (i) the fair market value of one (1) share of Common Stock as of the
date the Tandem SAR is exercised over (ii) the Option price per share specified
in such Option, multiplied by (B) the number of shares of Common Stock subject
to the Option, or portion thereof, which is surrendered. Cash shall be delivered
in lieu of any fractional shares.

        (c) Exercise of Freestanding SARs. A Freestanding SAR shall be
exercisable during such period as the Committee shall determine prior to the
Date of Grant. The exercise of a Freestanding SAR shall entitle the Grantee to
receive from the Company that number of shares of Common Stock having an
aggregate fair market value equal to (A) the excess of (i) the fair market value
of one (1) share of Common Stock as of the date on which the Freestanding SAR is
exercised over (ii) the base price of the shares covered by the Freestanding
SAR, multiplied by (B) the number of shares of Common Stock covered by the
Freestanding SAR, or the portion thereof being exercised. Cash shall be
delivered in lieu of any fractional shares.

        (d) Settlement of SARs. As soon as is reasonably practicable after the
exercise of a SAR, the Corporation shall (i) issue, in the name of the Grantee,
stock certificates representing the total number of full shares of Common Stock
to which the Grantee is entitled pursuant to Section 10(b) or 10(c) hereof and
cash in an amount equal to the fair market value, as of the date of exercise, of
any resulting fractional shares, and (ii) if the Committee causes the Company to
elect to settle all or part of its obligations arising out of the exercise of
the SAR in cash pursuant to Section 10(e), deliver to the Grantee an amount in
cash equal to the fair market value, as of the date of exercise, of the shares
of Common Stock it would otherwise be obligated to deliver.

        (e) Cash Settlement. The Committee, in its discretion, may cause the
Company to settle all or any part of its obligation arising out of the exercise
of a SAR by the payment of cash in lieu of all or part of the shares of Common
Stock it would otherwise be obligated to deliver in an amount equal to the fair
market value of such shares on the date of exercise.

11.     RESTRICTED SHARES.

        (a) Grant of Restricted Shares. The Committee may from time to time
cause the Company to issue Restricted Shares under the Plan, subject to such
restrictions, conditions and other terms as the Committee may determine in
addition to those set forth herein.

        (b) Restrictions. At the time a grant of Restricted Shares is made, the
Committee shall establish a period of time (the "Restricted Period") applicable
to such Restricted Shares. Each grant of Restricted Shares may be subject to a
different Restricted Period. The Committee may, in its sole discretion, at the
time a grant is made, prescribe restrictions in addition to or other than the
expiration of the Restricted Period, including the satisfaction of corporate or
individual performance objectives, which shall be applicable to all or any
portion of the Restricted Shares. Except with respect to grants of Restricted
Shares intended to qualify as performance based compensation for purposes of
Section 162(m) of the Code, the Committee may also, in its sole discretion,
shorten or terminate the Restricted Period or waive any other



                                       10
<PAGE>   12

restrictions applicable to all or a portion of such Restricted Shares. None of
the Restricted Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of prior to the date on which such Restricted Shares vest
in accordance with Section 11(b).

        (c) Restricted Stock Certificates. The Company shall issue, in the name
of each Grantee, stock certificates with proper legends representing the total
number of Restricted Shares granted to the Grantee, as soon as reasonably
practicable after the Date of Grant. The Secretary of the Company shall hold
such certificates, properly endorsed for transfer, after the Grantee's benefit
until such time as the Restricted Shares are forfeited to the Company or until
the Restricted Shares vest. In lieu of the foregoing, Restricted Shares awarded
to a Grantee may be held under the Grantee's name in a book entry account
maintained by or on behalf of the Company.

        (d) Rights of Holders of Restricted Shares. Except as otherwise
determined by the Committee either at the time Restricted Shares are awarded or
at any time thereafter prior to the lapse of the restrictions, holders of
Restricted Shares shall not have the right to vote such shares or the right to
receive any dividends with respect to such shares. All distributions, if any,
received by an employee or consultant with respect to Restricted Shares as a
result of any stock split, stock distribution, combination of shares, or other
similar transaction shall be subject to the restrictions of this Section 11.

        (e) Termination of Employment or Consultant Relationship. Any Restricted
Shares granted pursuant to the Plan shall be forfeited if the Grantee terminates
employment or consultant relationship with the Company or its subsidiaries for
reasons other than death or disability prior to the expiration or termination of
the Restricted Period and the satisfaction of any other conditions applicable to
such Restricted Shares. Upon such forfeiture, the Secretary of the Company shall
either cancel or retain in its treasury the Restricted Shares that are forfeited
to the Company. Upon the death of a Grantee prior to his termination of
employment or service as a consultant, or upon a Grantee's termination of
employment as a result of disability, all Restricted Shares previously awarded
to such Grantee which have not previously vested shall be forfeited unless the
Committee in its sole discretion shall determine otherwise.

        (f) Delivery of Restricted Shares. Subject to the provisions of this
Section, at such time as the Grantee shall become vested in his Restricted
Shares, the restrictions applicable to the Restricted Shares shall lapse and a
stock certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions, to
the Grantee or the Grantee's beneficiary or estate, as the case may be.

12.     PERFORMANCE UNITS AND PERFORMANCE SHARES.

        (a) Grant of Performance Units/Shares. Subject to the terms of the Plan,
Performance Units and Performance Shares may be granted to eligible Employees
and Consultants at any time and from time to time, as shall be determined by the
Committee, in its sole discretion. The Committee shall have complete discretion
in determining the number of Performance Units and Performance Shares granted to
each Participant.



                                       11
<PAGE>   13

        (b) Value of Performance Units/Shares. Each Performance Unit shall have
an initial value that is established by the Committee at the time of the grant.
Each Performance Share shall have an initial value equal to the fair market
value of a Share on the date of grant. The Committee shall set performance goals
in its discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Units/Shares that will be paid
out to the Participants. The time period during which the performance goals must
be met shall be called a "Performance Period." Performance Periods of Awards
granted to Insiders shall, in all cases, exceed six (6) months in length.

        (c) Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive a payout of the number of Performance Unit/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance goals have been achieved.
Notwithstanding the preceding sentence, after the grant of a Performance
Unit/Share, the Committee, in its sole discretion, may waive the achievement of
any performance goals for such Performance Unit/Share.

        (d) Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares shall be made in a single lump sum, within
forty-five (45) calendar days following the close of the applicable Performance
Period. The Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market
Value equal to the value of the earned Performance Units/Shares at the close of
the applicable Performance Period) or in combination thereof.

        Prior to the beginning of each Performance Period, Participants may, in
the discretion of the Committee, elect to defer the receipt of any Performance
Unit/Share payout upon such terms as the Committee shall determine.

        (e) Cancellation of Performance Units/Shares. Subject to the applicable
Award Agreement, upon the earlier of (a) the Participant's termination of
employment, or (b) the date set forth in the Award Agreement, all remaining
Performance Units/Shares shall be forfeited by the Participant to the Company,
the Shares subject thereto shall again be available for grant under the Plan.

        (f) Nontransferability. Performance Units/Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. A Participant's rights
under the Plan shall be exercisable during the Participant's lifetime only by
the Participant or the Participant's legal representative.

13.     NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.

        Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or



                                       12
<PAGE>   14

distribution and may be exercised, during the lifetime of the Optionee or
Purchaser, only by the Optionee or Purchaser.

14.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR OTHER EVENTS.

        Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been
authorized for issuance under this Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been returned to this Plan
upon cancellation or expiration of an Option or Stock Purchase Right, or
repurchase of Shares from a Purchaser or Optionee upon termination of employment
or otherwise, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock of the Company or the
payment of a stock dividend with respect to the Common Stock. Such adjustment
shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option or Stock Purchase Rights.

        In the event of the dissolution or liquidation of the Company, all
Options and Stock Purchase Rights will terminate immediately prior to the
consummation of such proposed action if not previously exercised. The Board, at
its option, may provide for one or more of the following from time to time or in
any stock option agreement or stock purchase agreement that, in the event of a
Major Event, then (A) all Options and Stock Purchase Rights will be assumed or
equivalent options or stock purchase rights will be substituted by such
surviving corporation (or other entity) or a parent or subsidiary of such
surviving corporation (or other entity), (B) all Options and Stock Purchase
Rights will continue in full force and effect, or (C) all Options and Stock
Purchase Rights will terminate if not exercised prior to the consummation of the
transaction.

        The foregoing adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.

        The grant of an Option or Stock Purchase Right pursuant to this Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

15.     TIME OF GRANT.



                                       13
<PAGE>   15

        The date of grant of an Option or Stock Purchase Right shall, for all
purposes, be the date on which the Board makes the determination granting such
Option or Stock Purchase Right. Notice of the determination shall be given to
each Employee or Consultant to whom an Option or Stock Purchase Right is so
granted within a reasonable time after the date of such grant.

16.     AMENDMENT AND TERMINATION.

        (a) Amendment. The Board may amend this Plan from time to time in such
respects as the Board may deem advisable; provided that the shareholders of the
Company must approve the following amendments or revisions within 12 months
before or after the adoption of such revision or amendment:

               (i) any increase in the number of Shares subject to this Plan,
other than in connection with an adjustment under Section 14 of this Plan;

               (ii) any change in the designation of the class of persons
eligible to be granted Options (to the extent such modification requires
shareholder approval in order for the Plan to satisfy the requirements of
Section 422(b) of the Code or to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act); or

               (iii) any other revision or amendment if such revision or
amendment requires shareholder approval in order for this Plan to satisfy the
requirements of Section 422(b) of the Code or to comply with the requirements of
Rule 16b-3 promulgated under the Exchange Act if applicable to the Company.

        (b) Shareholder Approval. If any amendment requiring shareholder
approval under Section 16(a) of this Plan is made subsequent to the first
registration of any class of equity securities by the Company under Section 12
of the Exchange Act, such shareholder approval shall be solicited as described
in Section 19 of this Plan.

        (c) Suspension and Termination. The Board may suspend or terminate this
Plan at any time. No Options or Stock Purchase Rights may be granted while this
Plan is suspended or after it is terminated.

        (d) Effect of Amendment; Termination or Suspension. Any such amendment,
termination or suspension of this Plan shall not affect Options or Stock
Purchase Rights already granted and such Options or Stock Purchase Rights shall
remain in full force and effect as if this Plan had not been amended, terminated
or suspended, unless mutually agreed otherwise between the Optionee or Purchaser
(as the case may be) and the Company, which agreement must be in writing and
signed by the Optionee or Purchaser (as the case may be) and the Company.

        (e) Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange



                                       14
<PAGE>   16

Act, the rules and regulations promulgated thereunder, and the requirements of
any stock exchange or other stock trading system upon which the Shares may then
be listed.

        As a condition to the exercise of an Option or Stock Purchase Right, the
Company may require the person exercising such Option or Stock Purchase Right to
make such representations and warranties at the time of any such exercise as the
Company may at that time determine, including without limitation,
representations and warranties that (i) the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
in violation of applicable federal or state securities laws, and (ii) such
person is knowledgeable and experienced in financial and business matters and is
capable of evaluating the merits and the risks associated with purchasing the
Shares.

17.     RESERVATION OF SHARES.

        The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
under this Plan, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall
not have been obtained.

18.     OPTION, STOCK PURCHASE AND STOCK BONUS AGREEMENTS.

        Options shall be evidenced by written stock option agreements in such
form as the Board shall approve. Upon the exercise of Stock Purchase Rights, the
Purchaser shall sign a stock purchase agreement or stock bonus agreement in such
form as the Board shall approve.

19.     SHAREHOLDER APPROVAL.

        (a) The shareholders of the Company shall have approved this Plan within
12 months before or after this Plan is adopted. Any shares purchased before
shareholder approval is obtained shall be rescinded if shareholder approval is
not obtained within 12 months before or after this Plan is adopted. Such shares
shall not be counted in determining whether such approval is obtained.

        (b) If the Company registers any class of equity securities pursuant to
Section 12 of the Exchange Act, any required approval of the shareholders of the
Company obtained after such registration shall be solicited substantially in
accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.

        (c) If the Company registers any class of equity securities pursuant to
Section 12 of the Exchange Act and if prior to such time either (x) the
shareholders of the Company did not approve this Plan or (y) the Company did not
solicit shareholder approval substantially in accordance with Section 14(a) of
the Exchange Act and the rules and regulations promulgated



                                       15
<PAGE>   17

thereunder, then the Company shall take all necessary actions to qualify the
Plan under Rule 16(b)(3) promulgated under the Exchange Act at or prior to the
later of (A) the first annual meeting of shareholders held subsequent to the
first registration of any class of equity securities of the Company under
Section 12 of the Exchange Act or (B) the granting of an Option hereunder to an
officer or director after such registration.

20.     INFORMATION TO OPTIONEES AND PURCHASERS.

        The Company shall provide annually to each Optionee and Purchaser,
during the period that such Optionee or Purchaser has one or more Options or
Stock Purchase Rights outstanding, copies of the annual financial statements of
the Company.

21.     RIGHT OF COMPANY TO TERMINATE EMPLOYMENT OR CONSULTING SERVICES.

        This Plan shall not confer upon any Optionee or holder of a Stock
Purchase Right any right with respect to continuation of employment by or the
rendition of consulting services to the Company, any of its Subsidiaries or its
Parent, nor shall it interfere in any way with his or her right or the
Company's, any of its Subsidiaries' or its Parent's right to terminate his or
her employment or services at any time, with or without cause.

22.     RIGHTS OF FIRST REFUSAL AND REPURCHASE.

        (a) The written agreements evidencing Options or Stock Purchase Rights
may contain such provisions as the Board shall determine (or pursuant to a
separate agreement) to the effect that if an Optionee or Purchaser elects to
sell all or any Shares that the Optionee or Purchaser acquired upon the exercise
of an Option or Stock Purchase Right, then any proposed sale of such Shares by
such Optionee or Purchaser shall be subject to a right of first refusal in favor
of the Company.

        (b) The Board may require, at its option, that a stock purchase
agreement, stock option agreement, stock bonus agreement, or other agreement
pursuant to this Plan grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the Purchaser's employment with the
Company for any reason (including death or disability). The repurchase price
shall be at the higher of the original purchase price or fair value of the
Shares on the date of termination of employment. If the Board so determines, the
purchase price for shares repurchased may be paid by cancellation of any
indebtedness of the Purchaser to the Company. The repurchase option must be
exercised by the Company within 90 days of termination of employment for cash or
cancellation of money indebtedness for the Shares and the right shall terminate
when the Company's Common Stock becomes publicly traded. The Board may require
such a repurchase right in other events.

        (c) Certificates representing shares issued upon exercise of Options or
Stock Purchase Rights shall bear a restrictive legend to the effect that the
transferability of such shares



                                       16
<PAGE>   18

is subject to the restrictions contained in this Plan and the applicable written
agreement between the Optionee or Purchaser and the Company.

23.     WITHHOLDING.

        The Company's obligation to deliver shares of Common Stock under this
Plan shall be subject to applicable federal, state and local tax withholding
requirements. To the extent provided by the terms of the stock option agreement
relating to an Option, the Optionee may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any or a
combination of the following means: (i) cash payment or wage withholding; (ii)
authorizing the Company to withhold from the Shares otherwise issuable to the
Optionee upon exercise of the Option the number of Shares having a fair market
value less than or equal to the amount of the withholding tax obligation; or
(iii) delivering to the Company unencumbered shares of Common Stock owned by the
Optionee having a fair market value less than or equal to the amount of the
withholding tax obligation; provided, however, that with respect to clauses (ii)
and (iii) above the Board in its sole discretion may disapprove such payment and
require that such taxes be paid in cash.

24.     SEPARABILITY.

        At a time when the Company has a class of equity securities registered
pursuant to Section 12 of the Exchange Act, if any of the terms or provisions of
this Plan conflict with the requirements of Rule 16b-3 promulgated under the
Exchange Act and/or Section 422 of the Code, then such terms or provisions shall
be deemed inoperative to the extent they so conflict with the requirements of
Rule 16b-3 promulgated under the Exchange Act, and/or with respect to Incentive
Stock Options, Section 422 of the Code. The foregoing sentence shall not apply
with respect to the requirements of Rule 16b-3 promulgated under the Exchange
Act if the Board has expressly declared that such requirements shall not apply.
With respect to Incentive Stock Options, if this Plan does not contain any
provision required to be included herein under Section 422 of the Code, such
provision shall be deemed to be incorporated herein with the same force and
effect as if such provision had been set out at length herein. To the extent any
Option that is intended to qualify as an Incentive Stock Option cannot so
qualify, such Option, to that extent, shall be deemed to be a Nonstatutory Stock
Option for all purposes of this Plan.

25.     NON-EXCLUSIVITY OF THIS PLAN.

        The adoption of this Plan by the Board shall not be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and the awarding of stock and cash otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

26.     GOVERNING LAW.



                                       17
<PAGE>   19

        This Plan shall be governed by, and construed in accordance with the
laws of the State of Florida.

27.     CANCELLATION OF AND SUBSTITUTION FOR NONSTATUTORY OPTIONS.

        The Company shall have the right to cancel any Nonstatutory Stock Option
at any time before it otherwise would have expired by its terms and to grant to
the same Optionee in substitution therefor a new Nonstatutory Stock Option
stating an option price which is lower (but not higher) than the option price
stated in the cancelled Option. Any such substituted option shall contain all
the terms and conditions of the cancelled Option; provided, however, that such
substituted Option shall not be exercisable after the expiration of ten (10)
years and one day from the date of grant of the cancelled Option.

28.     MARKET STANDOFF.

        Unless the Board determines otherwise, each Optionee or Purchaser shall
not sell or otherwise transfer any Shares or other securities of the Company
during the 180-day period following the effective date of a registration
statement of the Company filed under the Securities Act; provided, however, that
such restriction shall apply only to the first two registration statements of
the Company to become effective under the Securities Act which includes
securities to be sold on behalf of the Company to the public in an underwritten
public offering under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such 180-day period.


29.     PRIVILEGES OF STOCK OWNERSHIP.

        Participant shall not have any of the rights of a shareholder with
respect to any Shares until Optionee exercises the Option and pay the Exercise
Price.

30.     NOTICES.

        Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices. Any notice required
to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated above or to such other address as such party
may designate in writing from time to time to the Company. All notices shall be
deemed to have been given or delivered upon: personal delivery; three (3) days
after deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return receipt
express courier (prepaid); or one (1) business day after transmission by
facsimile.



                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>f68940ex99-2.txt
<DESCRIPTION>OPTICAL PROCESS INCENTIVE STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.2



                        OPTICAL PROCESS AUTOMATION, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

        Optical Process Automation, Inc. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of the
Company's common stock and to provide the Grantee with an added incentive as an
employee of the Company, hereby grants to Grantee, and the Grantee hereby
accepts, an option ("Option") to purchase the number of such shares set forth
below, during the term ending at midnight (prevailing local time at the
Company's principal offices) on the expiration date of this Option specified
below, at the exercise price specified below, subject to and upon the following
terms and conditions and the terms and conditions of the Company's 2000 Stock
Option and Incentive Plan (the "Plan").

1. IDENTIFYING PROVISIONS. As used in this Option, the following terms shall
have the following respective meanings:

        (a)    Grantee: _______________________________

        (b)    Date of grant: ___________________________

        (c)    Number of shares optioned:  _______________

        (d)    Option exercise price per share:  $0.10

        (e)    Expiration date: _________________________

2. GRANT AS INCENTIVE STOCK OPTION. This option is intended to be and shall be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

3. JOINDER OF SHAREHOLDERS' AGREEMENT. Upon the exercise of the Option, Grantee
hereby agrees to become a party to the Shareholders' Agreement dated September
29, 2000 and effective July 1, 2000 (the "Shareholders' Agreement"). Grantee
shall be required to execute and deliver to the Company an agreement pursuant to
which Grantee agrees to be bound by all of the terms and conditions of the
Shareholders' Agreement (as it may have then been amended), and the failure of
Grantee to do so shall preclude Grantee from becoming a shareholder of the
Company.

4. VESTING. All of the Option Shares initially shall be unvested shares. For so
long as the Grantee maintains a continuous service to the Company as an
employee, unvested shares (whether or not previously purchased) shall vest as
follows:

        Upon the date of grant - 20% of the Option Shares shall vest.

        At the end of the first calendar quarter which is at least nine months
from the date of grant, and at the end of each subsequent calendar quarter - 10%
of the Option Shares shall vest; provided however, that if the Grantee shall die
or become totally disabled (as such term is defined in the Code), then all
outstanding Options which shall have been granted under the Plan and which are
not exercisable at such time shall automatically accelerate and become
exercisable immediately.

<PAGE>   2

5. RESTRICTIONS ON EXERCISE. The following additional provisions shall apply to
the exercise of this Option:

        (a) Termination of Employment. If the Grantee's employment by the
Company is terminated for any reason other than death or disability, only that
portion of this Option exercisable at the time of such termination of employment
may thereafter be exercised, and it may not be exercised more than thirty (30)
days after such termination nor after the expiration date of this Option,
whichever date is sooner.

        (b) Death or Disability of Grantee. If the Grantee shall die or become
totally and permanently disabled (as defined in the Code) during the term of
this Option, Grantee or the Grantee's legal representative or representatives,
or the person or persons entitled to do so under the Grantee's last will and
testament or under applicable intestate laws, shall have the right to exercise
this Option, but only for the number of shares as to which the Grantee was
entitled to exercise under this Option in accordance with Section 4 hereof, and
such right shall expire and this Option shall terminate in the case of death one
(1) year after the date of the Grantee's death or on the expiration date of this
Option, whichever date is sooner and in the case of total and permanent
disability on the expiration date of this Option.

        (c) Continuity of Employment. This Option shall not be exercisable by
the Grantee in any part unless at all times beginning with the date of grant and
ending no more than three (3) months prior to the date of exercise, the Grantee
has, except for military service leave, sick leave, death or disability or other
bona fide leave of absence approved by the Board of Directors of the Company
(the "Board"), been in the continuous employ of the Company.

6. NON-TRANSFERABLE. The Grantee may not transfer this Option except by will or
the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.

7. ADJUSTMENTS AND CORPORATE REORGANIZATIONS. Subject to the provisions of the
Plan under which this Option is granted, if the outstanding shares of the class
then subject to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which the unexercised
portions of this Option may thereafter be exercised, all without any change in
the aggregate exercise price applicable to the unexercised portions of this
Option, but with a corresponding adjustment in the exercise price per share. No
fractional share of stock shall be issued under this Option or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.



                                       2
<PAGE>   3

8. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be exercised by
the Grantee or other person then entitled to exercise it by giving written
notice of exercise to the Company specifying the number of shares to be
purchased and the total purchase price, accompanied by a check to the order of
the Company in payment of such price. If the Company is required to withhold on
account of any present or future tax imposed as a result of such exercise, the
notice of exercise shall be accompanied by a check to the order of the Company
in payment of the amount of such withholding.

9. ALTERNATIVE PAYMENT WITH STOCK. Notwithstanding the foregoing provisions
requiring payment by check, payment of such purchase price or any portion
thereof may be made with shares of stock of the same class as the shares then
subject to this Option, if shares of that class have been owned by the Grantee
for more than six (6) months on the date of surrender and have a Fair Market
Value (as defined herein) on the date of surrender equal to the aggregate
exercise price of the exercised Options, such shares to be credited toward such
purchase price on the valuation basis set forth below, in which event the stock
certificates evidencing the shares so to be used shall accompany the notice of
exercise and shall be duly endorsed or accompanied by duly executed stock powers
to transfer the same to the Company; provided, however, that such payment in
stock instead of cash shall not be effective and shall be rejected by the
Company if (i) the Company is then prohibited from purchasing or acquiring
shares of the class of its stock thus tendered to it, or (ii) the right or power
of the person exercising the Option to deliver such shares in payment of said
purchase price is subject to the prior interests of any other person (excepting
the Company), as indicated by legends upon the certificate(s) or as known to the
Company.

        "Fair Market Value" of the Company's shares shall mean as of any
applicable date, (i) if the principal securities market on which the shares are
traded is a national securities exchange or The Nasdaq National Market ("NNM"),
the closing price of the shares on such exchange or NNM, as the case may be, or
if no sale of the shares shall have occurred on such date, on the next preceding
date on which there was a reported sale; (ii) if the shares are not traded on a
national securities exchange or NNM, the closing price on such date as reported
by The Nasdaq SmallCap Market, or if no sale of the shares shall have occurred
on such date, on the next preceding date on which there was a reported sale;
(iii) if the principal securities market on which the shares are traded is not a
national securities exchange, NNM or The Nasdaq SmallCap Market, the average of
the bid and asked prices reported by the National Quotation Bureau, Inc.; or
(iv) if the price of the shares are not so reported, the fair market value of
the shares as determined in good faith by the Board.

10. RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY. No person shall be entitled
to the privileges of stock ownership in respect of any shares issuable upon
exercise of this Option, unless and until such shares have been issued to such
person as fully paid shares.

11. REQUIREMENTS OF LAW. No certificate or certificates for shares of stock
purchased upon exercise of this Option shall be issued and delivered prior to
the admission of such shares to listing on notice of issuance on any stock
exchange or other securities market on which shares of that class are then
listed, nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law, any requirement of any securities



                                       3
<PAGE>   4

exchange listing agreement to which the Company may be a party, or any other
requirement of law or of any regulatory body having jurisdiction over the
Company.

12. STOCK OPTION PLAN. This Option is subject to, and the Company and the
Grantee agree to be bound by, all of the terms and conditions of the Plan, as
the same shall have been amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Grantee, without his
consent, of this Option or any of his rights hereunder. Pursuant to the Plan,
the Board is vested with final authority to interpret and construe the Plan and
this Option, and is authorized to adopt rules and regulations for carrying out
the Plan. A copy of the Plan in its present form is available for inspection
during business hours by the Grantee or other persons entitled to exercise this
Option at the Company's principal office.

13. NOTICES. Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company.

14. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, without regard for
its conflicts of laws principals which would cause the substantive law of
another jurisdiction to apply.

15. ENTIRE AGREEMENT. The Plan and this Option constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with
respect to the subject matter hereof.

16. NO GUARANTEE OF CONTINUED SERVICE. Grantee acknowledges and agrees that this
agreement, the transactions contemplated hereunder and the vesting schedule set
forth herein do not constitute an express or implied promise of continued
engagement as an employee for the vesting period, for any period, or at all and
shall not interfere in any way with Grantee's right or the Company's right to
terminate Grantee's relationship as an employee at any time, with or without
cause.

        IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.

                                        OPTICAL PROCESS AUTOMATION, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GRANTEE

                                        ----------------------------------------



                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>f68940ex99-3.txt
<DESCRIPTION>OPTICAL PROCESS 2000 SERIES B PREFERRED PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.3














                        OPTICAL PROCESS AUTOMATION, INC.

                    2000 SERIES B PREFERRED STOCK OPTION PLAN


<PAGE>   2

                        OPTICAL PROCESS AUTOMATION, INC.
                    2000 SERIES B PREFERRED STOCK OPTION PLAN


1.      PURPOSES OF THIS PLAN.

        The general purpose of this 2000 Series B Preferred Stock Option Plan
("Plan") is to promote the interests of the Company and its shareholders by (i)
providing certain employees of and consultants to the Company with additional
incentives to continue and increase their efforts with respect to achieving
success in the business of the Company, its affiliates and its subsidiaries, and
(ii) attracting and retaining the best available personnel to participate in the
ongoing business operations of the Company and its subsidiaries.

        Options granted under this Plan shall be Nonstatutory Stock Options
under the Code.

2.      DEFINITIONS.

        As used in this Plan, the following definitions shall apply:

        "Award" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options.

        "Award Agreement" means an agreement entered into by each Participant
and the Company, setting forth the terms and provisions applicable to Awards
granted to Participants under the Plan.

        "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no Committee is appointed.

        "Board of Directors" means the full Board of Directors of the Company.

        "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute or statutes thereto. Reference to any
particular Code section shall include any successor section.

        "Committee" shall mean the Committee appointed by the Board of Directors
in accordance with Section 4 of this Plan, if one is appointed, or if no
Committee is appointed, the Board of Directors.

        "Common Stock" shall mean the Common Stock of the Company.

        "Company" shall mean Optical Process Automation, Inc. a Florida
corporation.

<PAGE>   3

        "Consultant" shall mean any person who is engaged by the Company or by
any Parent or Subsidiary to render consulting services and is compensated for
such consulting services, and any director of the Company whether compensated
for such services or not.

        "Continuous Status as an Employee or Consultant" shall mean the absence
of any interruption or termination of service as an Employee or Consultant, as
applicable. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

        "Disinterested Person" shall mean a member of the Board of Directors of
the Company: (i) who was not during the one year prior to service as an
administrator of this Plan granted or awarded equity securities pursuant to this
Plan, or any other plan of the Company or any of its affiliates entitling the
participants therein to acquire equity securities of the Company or any of its
affiliates except as permitted by Rule 16b-3(c)(2)(i) promulgated under the
Exchange Act ("Rule 16b-3(c)(2)(i)"); or (ii) who is otherwise considered to be
a "disinterested person" in accordance with Rule 16b-3(c)(2)(i), or any other
applicable rules, regulations or interpretations of the Securities and Exchange
Commission.

        "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company as a
common-law employee. The payment of a director's fee by the Company shall not be
sufficient to constitute "employment" by the Company.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        "Major Event" shall be deemed to have occurred if (i) there shall be
consummated any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of Common Stock immediately
prior to the merger generally have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger; (ii) there
shall be consummated any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company; (iii) proceedings or actions for the liquidation
or dissolution of the Company are initiated by the Company; or (iv) any "person"
(as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than persons
who beneficially own more than 30% of the capital stock of the Company on a
fully diluted and as converted basis outstanding as of the date of adoption of
this Plan by the Board of Directors) becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of
the Company's outstanding capital stock on a fully diluted and as converted
basis at such time; provided, however, that a "Major Event" shall not be deemed
to have occurred solely by reason of the consummation of a public offering by
the Company of common stock registered under the Securities Act.



                                       2
<PAGE>   4

        "Nonstatutory Stock Option" shall mean an Option which is not intended
to qualify as an incentive stock option under Section 422 of the Code.

        "Option" shall mean a stock option granted pursuant to this Plan.

        "Optioned Stock" shall mean the Series B Preferred Stock subject to an
Option.

        "Optionee" shall mean an Employee or Consultant who receives an Option.

        "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

        "Participant" means an Employee of the Company who has outstanding an
Award granted under the Plan.

        "Plan" shall mean this 2000 Series B Preferred Stock Option Plan.

        "Securities Act" shall mean the Securities Act of 1933, as amended.

        "Share" shall mean a share of Series B Preferred Stock, as adjusted in
accordance with Section 10 of this Plan.

        "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3.      STOCK SUBJECT TO THIS PLAN.

        Subject to the provisions of Section 8 of this Plan, the maximum
aggregate number of Shares which may be issued pursuant to the Plan is 250,000.
If an Option should expire, terminate, be cancelled or become unexercisable for
any reason without having been exercised in full, then the unpurchased Shares
which were subject thereto shall, unless this Plan shall have been terminated,
become available for future grant or sale under this Plan. In addition, Shares
issued under this Plan and later repurchased or otherwise reacquired by the
Company shall, unless this Plan shall have been terminated, become available for
future grant or sale under this Plan.

4.      ADMINISTRATION OF THIS PLAN.

        (a) Procedure. This Plan shall be administered by the Board of Directors
of the Company unless and until the Board of Directors delegates administration
to a Committee, as provided in this Section 4.

        (b) The Board of Directors may appoint a Committee consisting of not
less than two persons (who need not be members of the Board of Directors) to
administer this Plan on behalf of the Board of Directors, subject to such terms
and conditions not inconsistent with this Plan as



                                       3
<PAGE>   5

the Board of Directors may prescribe. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board of Directors. Members of
the Board who are either eligible for Options or have been granted Options may
vote on any matters affecting the administration of this Plan or the grant of
any Options pursuant to this Plan, except that no such member shall act upon the
granting of an option to such member, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options to such member.

               (i) If the Company registers any class of any equity security
pursuant to Section 12 of the Exchange Act, from the effective date of such
registration until six months after the termination of such registration, any
grants of Options to directors or officers who are subject to Section 16 of the
Exchange Act shall be made only by a Committee consisting of two or more
persons, each of whom shall be a Disinterested Person (if necessary to meet the
requirements of Rule 16b-3 promulgated under the Exchange Act). The Board shall
otherwise comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act, as from time to time in effect, unless the Board expressly
declares that any such requirement shall not apply.

               (ii) From time to time the Board of Directors may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and thereafter
directly administer this Plan. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board of Directors.

        (c) Powers of the Board. Subject to the provisions of this Plan, the
Board shall have plenary authority, in its discretion and without limitation, to
do the following: (i) to grant Options; (ii) to determine the exercise price per
share of Options to be granted; (iii) to determine the Employees or Consultants
to whom, and the time or times at which, Options shall be granted and the number
of Shares to be represented by each Option; (iv) to interpret this Plan; (v) to
prescribe, amend and rescind rules and regulations relating to this Plan, and in
the exercise of this power, to correct any defect, omission or inconsistency in
this Plan or in any agreement relating to an Option, in a manner and to the
extent the Board shall deem necessary or expedient to make this Plan fully
effective; (vi) to determine the terms and provisions of each Option granted
(which need not be identical) and, with the consent of the holder thereof,
modify or amend each Option; (vii) to authorize any person to execute on behalf
of the Company any instrument required to effectuate the grant of an Option
previously granted by the Board; and (viii) to make all other determinations
deemed necessary or advisable for the administration of this Plan.

        (d) Board Determinations. In making determinations under this Plan, the
Board may take into account the nature of the services rendered by the
respective Employees and Consultants, their present and potential contributions
to the success of the Company, or its Subsidiaries, as the case may be, and such
other factors as the Board in its discretion shall deem relevant. All decisions,
determinations and interpretations of the Board shall be final and binding on
all Optionees.



                                       4
<PAGE>   6

5.      ELIGIBILITY.

        (a) Options may be granted to Employees and Consultants. An Employee or
Consultant who has been granted an Option may, if such Employee or Consultant is
otherwise eligible, be granted additional Option(s).

        (b) On and after the effective date of the registration of any class of
equity security of the Company pursuant to Section 12 of the Exchange Act, a
member of the Board of Directors who is not an Employee shall not be eligible
for the benefits of this Plan unless at the time an Option or Stock Purchase
Right is granted to such member, the Board expressly declares that such
exclusion will not apply.

6.      TERM OF PLAN.

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

7.      NON-TRANSFERABILITY OF OPTIONS.

        Options may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee, only by
the Optionee.

8.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR OTHER EVENTS.

        Subject to any required action by the shareholders of the Company, the
number of shares of Series B Preferred Stock covered by each outstanding Option,
and the number of shares of Series B Preferred Stock which have been authorized
for issuance under this Plan but as to which no Options have yet been granted or
which have been returned to this Plan upon cancellation or expiration of an
Option, or repurchase of Shares from an Optionee upon termination of employment
or otherwise, as well as the price per share of Series B Preferred Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Series B Preferred Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Series B Preferred Stock of the Company or the
payment of a stock dividend with respect to the Series B Preferred Stock. Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Series B Preferred Stock subject to an Option.

        In the event of the dissolution or liquidation of the Company, all
Options will terminate immediately prior to the consummation of such proposed
action if not previously exercised. In



                                       5
<PAGE>   7

the event of a Major Event all Options will continue in full force and effect
unless they are assumed or equivalent options or stock purchase rights are
substituted by such surviving corporation (or other entity) or a parent or
subsidiary of such surviving corporation (or other entity).

        The foregoing adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.

        The grant of an Option pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

9.      TIME OF GRANT.

        The date of grant of an Option shall, for all purposes, be the date on
which the Board makes the determination granting such Option. Notice of the
determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

10.     AMENDMENT AND TERMINATION.

        (a) Amendment. The Board may amend this Plan from time to time in such
respects as the Board may deem advisable.

        (b) Suspension and Termination. The Board may suspend or terminate this
Plan at any time. No Options may be granted while this Plan is suspended or
after it is terminated.

        (c) Effect of Amendment; Termination or Suspension. Any such amendment,
termination or suspension of this Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had not
been amended, terminated or suspended, unless mutually agreed otherwise between
the Optionee and the Company, which agreement must be in writing and signed by
the Optionee and the Company.

        (d) Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or other stock trading system upon which the
Shares may then be listed.

        As a condition to the exercise of an Option, the Company may require the
person exercising such Option to make such representations and warranties at the
time of any such exercise as the Company may at that time determine, including
without limitation, representations and warranties that (i) the Shares are being
purchased only for investment and



                                       6
<PAGE>   8

without any present intention to sell or distribute such Shares in violation of
applicable federal or state securities laws, and (ii) such person is
knowledgeable and experienced in financial and business matters and is capable
of evaluating the merits and the risks associated with purchasing the Shares.

11.     RESERVATION OF SHARES.

        The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
under this Plan, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall
not have been obtained.

12.     OPTION AGREEMENTS.

        Options shall be evidenced by written stock option agreements in such
form as the Board shall approve.

13.     INFORMATION TO OPTIONEES AND PURCHASERS.

        The Company shall provide annually to each Optionee, during the period
that such Optionee has one or more Options outstanding, copies of the annual
financial statements of the Company.

14.     RIGHT OF COMPANY TO TERMINATE EMPLOYMENT OR CONSULTING SERVICES.

        This Plan shall not confer upon any Optionee any right with respect to
continuation of employment by or the rendition of consulting services to the
Company, any of its Subsidiaries or its Parent, nor shall it interfere in any
way with his or her right or the Company's, any of its Subsidiaries' or its
Parent's right to terminate his or her employment or services at any time, with
or without cause.

15.     RIGHTS OF FIRST REFUSAL AND REPURCHASE.

        (a) The written agreements evidencing Options may contain such
provisions as the Board shall determine (or pursuant to a separate agreement) to
the effect that if an Optionee elects to sell all or any Shares that the
Optionee acquired upon the exercise of an Option, then any proposed sale of such
Shares by such Optionee shall be subject to a right of first refusal in favor of
the Company.

        (b) The Board may require, at its option, that a stock option agreement
grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the



                                       7
<PAGE>   9

Purchaser's employment with the Company for any reason (including death or
disability). The repurchase price shall be at the higher of the original
purchase price or fair value of the Shares on the date of termination of
employment. If the Board so determines, the purchase price for shares
repurchased may be paid by cancellation of any indebtedness of the Purchaser to
the Company. The repurchase option must be exercised by the Company within 90
days of termination of employment for cash or cancellation of money indebtedness
for the Shares and the right shall terminate when the Company's Common Stock
becomes publicly traded. The Board may require such a repurchase right in other
events.

        (c) Certificates representing shares issued upon exercise of Options
shall bear a restrictive legend to the effect that the transferability of such
shares is subject to the restrictions contained in this Plan and the applicable
written agreement between the Optionee and the Company.

16.     WITHHOLDING.

        The Company's obligation to deliver shares of Series B Preferred Stock
under this Plan shall be subject to applicable federal, state and local tax
withholding requirements. To the extent provided by the terms of the stock
option agreement relating to an Option, the Optionee may satisfy any federal,
state or local tax withholding obligation relating to the exercise of such
Option by any or a combination of the following means: (i) cash payment or wage
withholding; (ii) authorizing the Company to withhold from the Shares otherwise
issuable to the Optionee upon exercise of the Option the number of Shares having
a fair market value less than or equal to the amount of the withholding tax
obligation; or (iii) delivering to the Company unencumbered shares of Common
Stock owned by the Optionee having a fair market value less than or equal to the
amount of the withholding tax obligation; provided, however, that with respect
to clauses (ii) and (iii) above the Board in its sole discretion may disapprove
such payment and require that such taxes be paid in cash.

17.     SEPARABILITY.

        At a time when the Company has a class of equity securities registered
pursuant to Section 12 of the Exchange Act, if any of the terms or provisions of
this Plan conflict with the requirements of Rule 16b-3 promulgated under the
Exchange Act and/or Section 422 of the Code, then such terms or provisions shall
be deemed inoperative to the extent they so conflict with the requirements of
Rule 16b-3 promulgated under the Exchange Act. The foregoing sentence shall not
apply with respect to the requirements of Rule 16b-3 promulgated under the
Exchange Act if the Board has expressly declared that such requirements shall
not apply.

18.     NON-EXCLUSIVITY OF THIS PLAN.

        The adoption of this Plan by the Board shall not be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and the awarding of stock and cash



                                       8
<PAGE>   10

otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

19.     GOVERNING LAW.

        This Plan shall be governed by, and construed in accordance with the
laws of the State of Florida.

20.     CANCELLATION OF AND SUBSTITUTION FOR NONSTATUTORY OPTIONS.

        The Company shall have the right to cancel any Option at any time before
it otherwise would have expired by its terms and to grant to the same Optionee
in substitution therefor a new Option stating an option price which is lower
(but not higher) than the option price stated in the cancelled Option. Any such
substituted option shall contain all the terms and conditions of the cancelled
Option; provided, however, that such substituted Option shall not be exercisable
after the expiration of ten (10) years and one day from the date of grant of the
cancelled Option. The Company shall have the additional right, in its sole
discretion, to convert any Option into the right to purchase common stock of the
Company, provided that any such conversion shall not materially adversely affect
Participant's rights under the Plan.

21.     PRIVILEGES OF STOCK OWNERSHIP.

        Participant shall not have any of the rights of a shareholder with
respect to any Shares until Optionee exercises the Option and pay the Exercise
Price.



                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>f68940ex99-4.txt
<DESCRIPTION>OPTICAL PROCESS SERIES B PREF. OPTION AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.4



                        OPTICAL PROCESS AUTOMATION, INC.

                    SERIES B PREFERRED STOCK OPTION AGREEMENT

        Optical Process Automation, Inc. (the "Company"), desiring to afford an
opportunity to the Grantee named below to purchase certain shares of the
Company's Series B Preferred Stock, and to provide the Grantee with an added
incentive in service to the Company, hereby grants to Grantee, and the Grantee
hereby accepts, an option ("Option") to purchase the number of such shares
("Option Shares") set forth below, during the term ending at midnight
(prevailing local time at the Company's principal offices) on the expiration
date of this Option specified below, at the exercise price specified below,
subject to and upon the following terms and conditions and the terms and
conditions of the Company's 2000 Series B Preferred Stock Option Plan (the
"Plan").

1. IDENTIFYING PROVISIONS. As used in this Option, the following terms shall
have the following respective meanings:

        (a)    Grantee: ______________________________________

        (b)    Date of grant: ________________________________

        (c)    Number of shares optioned: ____________________

        (d)    Option exercise price per share: $_____________

        (e)    Expiration date: ______________________________

2. GRANT AS NON-QUALIFIED OPTION. This Option is intended to be a non-qualified
stock option and is not intended to be and shall not be treated as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").

3. VESTING. All of the Option Shares initially shall be unvested shares. For so
long as the Grantee maintains a continuous service to the Company as an
employee, officer, director or consultant, the unvested shares (whether or not
previously purchased) shall vest as follows:

        Twenty-five percent (25%) of the Option Shares shall vest twelve months
after the date of the grant, and 1/12 of the remaining Option Shares shall vest
in each three month anniversary of the date of grant thereafter; provided,
however, that if the Grantee shall die or become totally disabled (as such term
is defined in the Code) within twelve months after the date of the grant, then
twenty-five percent (25%) of the Option Shares shall immediately vest and become
exercisable by the Grantee or Grantee's legal representative or representatives
in accordance with Section 4(b) hereof.

4. RESTRICTIONS ON EXERCISE. The following additional provisions shall apply to
the exercise of this Option:

<PAGE>   2

        (a) Termination of Employment. If the Grantee's employment by the
Company is terminated for any reason, only that portion of this Option
exercisable at the time of such termination of employment may thereafter be
exercised, and it may not be exercised more than thirty (30) days after such
termination nor after the expiration date of this Option, whichever date is
sooner.

        (b) Death or Disability of Grantee. Subject to the limitations on
vesting as provided in Section 3, if the Grantee shall die or become totally and
permanently disabled (as defined in the Code) during the term of this Option,
Grantee or the Grantee's legal representative or representatives, or the person
or persons entitled to do so under the Grantee's last will and testament or
under applicable intestate laws, shall have the right to exercise this Option,
but only for the number of shares as to which the Grantee was entitled to
exercise this Option in accordance with Section 3 hereof, and such right shall
expire and this Option shall terminate in the case of death ninety (90) days
after the date of the Grantee's death or on the expiration date of this Option,
whichever date is sooner and in the case of total and permanent disability on
the expiration date of this Option.

        (c) Continuity of Employment. This Option shall not be exercisable by
the Grantee in any part unless at all times beginning with the date of grant and
ending no more than three (3) months prior to the date of exercise, the Grantee
has, except for military service leave, sick leave, or other bona fide leave of
absence approved by the board, been in the continuous employ of the Company.

5. NON-TRANSFERABLE. The Grantee may not transfer this Option except by will or
the laws of descent and distribution. This Option shall not be otherwise
transferred, assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during the Grantee's
lifetime only by the Grantee or his guardian or legal representative.

6. ADJUSTMENTS AND CORPORATE REORGANIZATIONS. Subject to the provisions of the
Plan under which this Option is granted, if the outstanding shares of the class
then subject to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which the unexercised
portions of this Option may thereafter be exercised, all without any change in
the aggregate exercise price applicable to the unexercised portions of this
Option, but with a corresponding adjustment in the exercise price per share. No
fractional share of stock shall be issued under this Option or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

7. EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK. This Option may be exercised by
the Grantee or other person then entitled to exercise it by giving written
notice of exercise to the Company specifying the number of shares to be
purchased and the total purchase price, accompanied by a check to the order of
the Company in payment of such price. If the Company is required to withhold on
account of any present or future tax imposed as a result of such



                                       2
<PAGE>   3

exercise, the notice of exercise shall be accompanied by a check to the order of
the Company in payment of the amount of such withholding.


        "Fair Market Value" of the Company's shares shall mean as of any
applicable date the fair market value of the shares as determined in good faith
by the Board.

8. RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY. No person shall be entitled to
the privileges of stock ownership in respect of any shares issuable upon
exercise of this Option, unless and until such shares have been issued to such
person as fully paid shares.

9. REQUIREMENTS OF LAW. No certificate or certificates for shares of stock
purchased upon exercise of this Option shall be issued and delivered prior to
the admission of such shares to listing on notice of issuance on any stock
exchange or other securities market on which shares of that class are then
listed, nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law, any requirement of any securities exchange listing agreement to which the
Company may be a party, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.

10. STOCK OPTION PLAN. This Option is subject to, and the Company and the
Grantee agree to be bound by, all of the terms and conditions of the Plan, as
the same shall have been amended from time to time in accordance with the terms
thereof, provided that no such amendment shall deprive the Grantee, without his
consent, of this Option or any of his rights hereunder. Pursuant to the Plan,
the Board is vested with final authority to interpret and construe the Plan and
this Option, and is authorized to adopt rules and regulations for carrying out
the Plan. A copy of the Plan in its present form is available for inspection
during business hours by the Grantee or other persons entitled to exercise this
Option at the Company's principal office.

11. NOTICES. Any notice to be given to the Company shall be addressed to the
Company in care of its Secretary at its principal office, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his
signature hereto or at such other address as the Grantee may hereafter designate
in writing to the Company.

12. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, without regard for
its conflicts of laws principals which would cause the substantive law of
another jurisdiction to apply.

13. ENTIRE AGREEMENT. The Plan and this Option constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with
respect to the subject matter hereof.

14. NO GUARANTEE OF CONTINUED SERVICE. Grantee acknowledges and agrees that this
agreement, the transactions contemplated hereunder and the vesting schedule set
forth herein do not constitute an express or implied promise of continued
engagement as an employee for the vesting period, for any period, or at all and
shall not interfere in any way with Grantee's right or the



                                       3
<PAGE>   4

Company's right to terminate Grantee's relationship as an employee at any time,
with or without cause.

15. ACKNOWLEDGEMENT. Grantee acknowledges that he/she has been informed that the
Company has entered into an Agreement and Plan of Merger ("Merger Agreement") by
which the Company will merge into and be acquired by another entity ("Merger")
and has been generally informed of the terms of the Merger, including the
consideration payable as a result of the Merger. Grantee further acknowledges
that the Plan under which the Option was granted differs from the Company's 2000
Stock Option and Incentive Plan, which affords rights and privileges to option
holders that differ from those under the Plan.

16. RECEIPT OF PLAN. The Grantee acknowledges receipt of a copy of the Plan and
this Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed the Plan and this
Agreement and fully understands all provisions of the Plan and this Agreement.
The Grantee further agrees to notify the Company upon any change in the
residence address indicated in this Agreement.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



                                       4
<PAGE>   5

        IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.


                                        OPTICAL PROCESS AUTOMATION, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GRANTEE


                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------




                                       5
</TEXT>
</DOCUMENT>
</SUBMISSION>
