As filed with the Securities and Exchange Commission on August 10, 2000
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


               SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)

              Delaware                              16-1494566
  (State or other jurisdiction of     ( I.R.S. Employer Identification Number)
   incorporation or organization)

                              15 Link Drive
                       Binghamton, New York 13904
           (Address of principal executive offices) (Zip Code)



                         1995 STOCK OPTION PLAN
                        (Full title of the plan)


                                                      With a copy to:

   Dr. Geoffrey T. Burnham                        Richard A. Goldberg, Esq.
Chairman of the Board, President           Swidler Berlin Shereff Friedman, LLP
 and Chief Executive Officer                       The Chrysler Building
        15 Link Drive                              405 Lexington Avenue
   Binghamton, New York 13904                   New York, New York 10174
       (607) 722-3800                               (212) 973-0111

                   (Name, address and telephone number,
                including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                       Proposed maximum       Proposed maximum
      Title of securities           Amount to be      offering price per         aggregate            Amount of
       to be registered             registered(1)          share(2)            offering price    registration fee(2)
<S>                               <C>                 <C>                     <C>                <C>

common stock,                     1,000,000 shares         $0.5175               $517,500.00          $136.62
par value $0.01 per share
------------------------------- ------------------------------------------ ------------------------------------------

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  The Registration  Statement Fee has been calculated pursuant to Rule 457 of
     the Securities Act of 1933, as amended, as follows: 1,000,000 multiplied by
     .000264 multiplied by $0.5175 (representing the average of 39,404 shares
     having been granted at an exercise  price of $0.05 per share,  9,000 shares
     having been granted at an exercise  price of $0.27 per share,  4,000 shares
     having  been  granted at an  exercise  price of $0.3438  per share,  11,000
     shares  having  been  granted at an  exercise  price of $0.3750  per share,
     335,300 shares having been granted at an exercise price of $0.5156 per
     share, 21,000 shares having been granted at an exercise price of $0.5625
     per share, 20,000 shares having been granted at an exercise price of $0.656
     per share,  44,300  shares  having  been  granted at an  exercise  price of
     $0.6875 per share,  10,000 shares having been granted at an exercise  price
     of $0.7188 per share, 5,000 shares having been granted at an exercise price
     of $0.7656 per share, 6,000 shares having been granted at an exercise price
     of $0.7812 per share, 30,000 shares having been granted at an exercise
     price of $0.8438 per share, 6,000 shares having been granted at an exercise
     price of $0.9844 per share, 5,000 shares having been granted at an exercise
     price of $1.0312 per share, 1,500 shares having been granted at an exercise
     price of $1.3438 per share, 3,125 shares having been granted at an exercise
     price of $1.9062, 1,000 shares having been granted at an exercise price of
     $4.0312 per share and 448,371 shares at $0.48 (the average of the high and
     low sales prices of the Registrant's Common Stock as included on the Nasdaq
     OTC Bulletin Board on August 7, 2000)).

</TABLE>


<PAGE>



                                     PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  that have been filed by  Semiconductor  Laser
International Corporation,  a Delaware corporation (the "Registrant"),  with the
Securities and Exchange Commission (the  "Commission"),  are incorporated herein
by reference:

                  a.       The Registrant's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1999.

                  b.       The Registrant's Quarterly Report on Form 10-QSB for
                           the quarterly period ended March 31, 2000.

                  c.       The description of the Registrant's common stock, par
                           value  $0.01  per  share,  which  is  contained  in a
                           registration  statement filed under Section 12 of the
                           Securities  Exchange  Act of 1934,  as  amended  (the
                           "Exchange  Act"),  including  any amendment or report
                           filed for the purpose of updating such description.

         In  addition,  all  documents  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  to this  Registration  Statement  which
indicates that all of the securities  offered under this Registration  Statement
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference  herein and to be a part of this
Registration  Statement  as of the date of the  filing  of such  documents.  Any
statement  contained in the documents  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified or  superseded,  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.




                                       -2-

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         The  indemnification  of directors  and officers of the  registrant  is
governed by Section 145 of the General  Corporation Law of the State of Delaware
("DGCL") and the Certificate of  Incorporation,  as amended and Restated By-Laws
of the Registrant.  Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  the  person's  conduct  was
unlawful.

         Subsection  (b) of DGCL Section 145 empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         DGCL Section 145 further  provides that to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably  incurred by such  person in  connection  therewith.  In all cases in
which  indemnification is permitted under subsections (a) and (b) of Section 145
(unless  ordered  by a  court),  it  shall  be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
present  or  former  director,  officer,  employee  or  agent is  proper  in the
circumstances  because  the  applicable  standard of conduct has been met by the
party to be  indemnified.  Such  determination  must be made,  with respect to a
person who is a director or officer at the time of such determination,  (1) by a
majority  vote of the  directors  who are not  parties to such  action,  suit or
proceeding, even


                                        -3-

<PAGE>



though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders. The statute authorizes
the corporation to pay expenses incurred by an officer or director in advance of
the final  disposition  of a proceeding  upon receipt of an undertaking by or on
behalf of the person to whom the advance will be made,  to repay the advances if
it shall  ultimately be determined that he was not entitled to  indemnification.
DGCL Section 145 also provides that  indemnification and advancement of expenses
permitted  thereunder are not to be exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.  DGCL Section 145 also  authorizes  the  corporation  to purchase and
maintain liability insurance on behalf of its directors, officers, employees and
agents  regardless of whether the corporation  would have the statutory power to
indemnify such persons against the liabilities insured.

         Article Seventh of the Certificate of  Incorporation  of the Registrant
provides that no director of the  registrant  shall be personally  liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director  except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) under Section 174 of the DGCL (involving  certain unlawful  dividends
or stock purchases or  redemptions),  or (iv) for any transaction from which the
director derived an improper personal benefit.

         Article Seventh of the Certificate of  Incorporation  of the Registrant
entitles  directors,  officers,  employees and agents,  past and present, of the
registrant to  indemnification to the fullest extent permitted by Section 145 of
the DGCL, as the same may be supplemented from time to time.

         Pursuant to Section  145(g) of the DGCL,  the  Restated  By-Laws of the
Registrant  authorize the Registrant to obtain  insurance to protect  directors,
officers,  employees or agents from certain liabilities,  including  liabilities
against which the registrant cannot indemnify its directors, officers, employees
or agents.  The Registrant  maintains a directors and officers  liability policy
which,  among other  things,  provides for payment up to $1 million on behalf of
any of the  registrant's  past,  present or future directors or officers against
loss.

Item 7.  Exemption from Registration Claimed.

         Not applicable.




                                       -4-

<PAGE>



Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement:

         4.1      1995 Stock Option Plan
         5.1      Opinion of Swidler Berlin Shereff Friedman, LLP
         23.1     Consent of PricewaterhouseCoopers LLP
         23.2     Consent of Swidler Berlin Shereff Friedman, LLP (included in
                  Exhibit 5.1)
         24.1     Power of Attorney (included in signature page to this
                  Registration Statement)

Item 9.  Undertakings.

(a)      The 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 of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  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
     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 change in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement;

          (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 the registration statement;

         provided,  however,  that  paragraphs  (a)(l)(i) and  (a)(1)(ii) do not
         apply if the 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  by  the
         Registrant  pursuant to section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

     (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration statement


                                         -5-

<PAGE>



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 a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in 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 against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      -6-

<PAGE>



                                   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
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized,  in the City of Binghamton,  State of New York, on this 10th day of
August, 2000.

                                                       SEMICONDUCTOR LASER
                                                       INTERNATIONAL CORPORATION


                                                 By:/s/ Geoffrey T. Burnham
                                                 Name: Geoffrey T. Burnham
                                                 Title:Chairman of the Board,
                                                       President and Chief
                                                       Executive Officer

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature
appears below constitutes and appoints Geoffrey T. Burnham,  his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him and
on his behalf,  and in his name,  place and stead,  in any and all capacities to
execute and sign any and all  amendments  or  post-effective  amendments to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection therewith,  with the Commission,  hereby ratifying
and confirming all that said  attorney-in-fact or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the  Registrant  hereby
confers like authority on its behalf.

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


       Signature                      Title                          Date

/s/Geoffrey T. Burnham  Chairman of the Board, President        August 10, 2000
----------------------  and Chief Executive Officer
Geoffrey T. Burnham     (Principal Executive Officer)

/s/Susan M. Burnham     Vice President, Treasurer and Director  August 10, 2000
-------------------
Susan M. Burnham

/s/Leonard E. Lundberg  Chief Financial Officer and             August 10, 2000
----------------------  Principal Accounting Officer
Leonard E. Lundberg

/s/George W. Hippisley  Director                                August 10, 2000
----------------------
George W. Hippisley

/s/Vincent Tomaselli    Director                                August 10, 2000
--------------------
Vincent Tomaselli



                                      -7-

<PAGE>




                    SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 EXHIBIT INDEX


Exhibit Number        Description


         4.1               1995 Stock Option Plan
         5.1               Opinion of Swidler Berlin Shereff Friedman, LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Swidler Berlin Shereff Friedman, LLP
                           (included in Exhibit 5.1)
         24.1              Power of Attorney (included in signature page to this
                           Registration Statement)


                                        -8-

<PAGE>



                                                                    EXHIBIT 4.1


                   SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
                              1995 STOCK OPTION PLAN

                                     Purpose

         The  purpose of the Plan is to attract  and  retain key  employees  and
directors of the Company and to provide such persons with a proprietary interest
in the Company through the granting of Incentive Stock Options and  Nonqualified
Stock Options which will:

    (a)   increase the interest of the employees and directors in the Company's
          welfare;

    (b)   furnish an incentive to the employees and directors to continue their
          services for the Company; and

    (c)   provide a means through which the Company may attract able persons to
          enter its employ or to serve as directors.

                                    ARTICLE I
                                   Definitions

         For the purpose of this Plan,  unless the context  requires  otherwise,
the following terms shall have the meanings indicated:

         1.1      "Board" means the board of directors of the Company.

         1.2 "Change in Control"  means the  occurrence  of any of the following
events:  (i) there shall be consummated (x) 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 have
the same  proportionate  ownership of common stock of the surviving  corporation
immediately after the merger, or (y) any sale, lease, exchange or other transfer
(excluding transfer by way of pledge or hypothecation),  in one transaction or a
series of related  transactions,  of all, or substantially all, of the assets of
the Company,  (ii) the  stockholders of the Company approve any plan or proposal
for the  liquidation or dissolution of the Company,  (iii) any "person" (as such
term is defined in Section  3(a)(9) or Section  13(d)(3)  under the 1934 Act) or
any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act),
other than the Company or any successor of the Company or any  Subsidiary of the
Company or any employee benefit plan of the Company or any Subsidiary (including
such plan's  trustee),  becomes a  beneficial  owner for  purposes of Rule 13d-3
promulgated  under the 1934 Act,  directly or  indirectly,  of securities of the
Company representing 50.1% or more of the Company's then outstanding  securities
having the right to vote in the election of directors, or (iv) during any period
of two  consecutive  years,  individuals  who, at the  beginning  of such period
constituted  the  entire  Board,  cease for any  reason  (other  than  death) to
constitute a majority of the



<PAGE>



directors,  unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.

         1.3 "Code" means the Internal Revenue Code of 1986, as amended.

         1.4 "Common  Stock"  means  the  common  stock  which the  Company  is
currently authorized to issue or may in the future be authorized to issue.

         1.5 "Company" means Semiconductor Laser International Corporation, a
New York corporation.

         1.6 "Date of  Grant"  means  the  effective  date on which an option
is awarded to a Participant as set forth in the stock option agreement.

         1.7 "Fair Market Value" of the  Company's  shares of Common Stock means
(i) the closing price per share on any stock  exchange on which the Common Stock
is traded or quoted, including the Nasdaq Stock Market, or (ii) the mean between
the   closing   bid  and  asked   price  per  share  of  Common   Stock  in  the
over-the-counter market, other than on the Nasdaq Stock Market.

         1.8  "Incentive  Stock  Option"  means an option to purchase  shares of
Common Stock granted to an eligible  Participant pursuant to Article V and which
is intended to qualify as an incentive  stock  option  under  Section 422 of the
Code.

         1.9  "1934 Act" means the Securities Exchange Act of 1934, as amended.

         1.10 "Nonqualified  Stock Option" means an option to purchase shares of
Common Stock  granted to a  Participant  pursuant to Article IV or Article V and
which is not intended to qualify as an incentive  stock option under Section 422
of the Code.

         1.11 "Participant"  means any employee of the Company or any Subsidiary
of the  Company or any  non-employee  director  of the Company who is, or who is
proposed to be, a recipient of a Stock Option.

         1.12 "Plan" means the  Semiconductor  Laser  International  Corporation
1995 Stock Option Plan, as it may be amended from time to time.

         1.13 "Stock Dividend" means a dividend or other  distribution  declared
on the shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary  of the Company,  or (ii)  rights,  options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities  convertible into or exchangeable for capital stock of the Company or
any  Subsidiary  of the Company,  or (iv) any capital  stock  received  upon the
exercise, or with respect to, the foregoing.

         1.14 "Stock Options" shall mean any and all Incentive Stock Options and
Nonqualified Stock Options granted pursuant to the Plan.



<PAGE>



         1.15  "Subsidiary"  means  any  corporation  in an  unbroken  chain  of
corporations beginning with the Company if, at the time of granting of the Stock
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock  possessing 50% or more of the total  combined  voting power of
all  classes  of  stock  in one of the  other  corporations  in the  chain,  and
"Subsidiaries" means more than one of any such corporations.

                                 ARTICLE II
                               Administration

         Subject to the terms of this Article II, the Plan shall be administered
by the  Compensation  Committee  (the  "Committee")  of the Board,  which  shall
consist of at least two members.  Any member of the  Committee may be removed at
any time,  with or  without  cause,  by  resolution  of the Board.  Any  vacancy
occurring in the membership of the Committee may be filled by appointment by the
Board. Each member of the Committee is required to be a "Non-Employee  Director"
within the meaning of Rule 16b-3 promulgated under the 1934 Act.

         The Board shall select one of its members to act as the Chairman of the
Committee,  and the  Committee  shall  make such rules and  regulations  for its
operation as it deems appropriate.  A majority of the Committee shall constitute
a quorum and the act of a majority of the members of the Committee  present at a
meeting at which a quorum is present shall be the act of the Committee.  Subject
to the terms hereof,  the Committee  shall  designate  from time to time the key
employees to whom Stock Options will be granted,  interpret the Plan, prescribe,
amend,  and rescind any rules and  regulations  necessary or appropriate for the
administration  of the Plan,  and make such other  determinations  and take such
other action as it deems necessary or advisable.  In this regard,  the Committee
shall  consider and give  appropriate  weight to input from  representatives  of
management of the Company regarding the contributions or potential contributions
to the  Company  or a  Subsidiary  of  certain  of the  employees  or  potential
employees  of the  Company  or a  Subsidiary.  Except  as  provided  below,  any
interpretation,  determination,  or other action made or taken by the  Committee
shall be final, binding, and conclusive on all interested parties, including the
Company and all Participants.

                                   ARTICLE III
                             Shares Subject to Plan

         The  Committee may not grant Stock Options under the Plan for more than
1,000,000  shares  of  Common  Stock  of the  Company  (as  may be  adjusted  in
accordance  with Article XII or XIII hereof).  Shares to be distributed and sold
may be made available from either authorized but unissued Common Stock or Common
Stock  held  by the  Company  in its  treasury.  Shares  that by  reason  of the
expiration or unexercised termination of a Stock Option are no longer subject to
purchase may be re-offered under the Plan.

                                    ARTICLE IV
                       Non-Employee Directors' Stock Options

         The  provisions  of this  Article IV shall  apply only to  Nonqualified
Stock Options granted under the Plan to non-employee directors of the Company.



<PAGE>



         4.1 Eligibility. Only non-employee directors of the Company, which term
shall exclude directors who are employed as consultants to the Company, shall be
eligible to receive grants of Nonqualified Stock Options under this Article IV.

         4.2 Grant of Stock Options.  On the effective date of the  Registration
Statement and on each  anniversary of such date during the term of this Plan (or
if such date is not a business  day,  then on the next  succeeding  business day
thereafter),  the  Company  shall  grant to each  non-employee  director  of the
Company a  Nonqualified  Stock  Option to purchase  2,500 shares of Common Stock
with respect to the 12-month period  following such Date of Grant.  Non-employee
directors  appointed  following  a Date of  Grant  shall be  granted,  as of the
commencement  date of their terms, a Nonqualified  Stock Option to purchase that
number of shares of Common  Stock equal to that pro rata portion of the 12-month
period they will serve before the next Date of Grant. Each grant of Nonqualified
Stock  Options  under  this  Article  IV shall be  evidenced  by a stock  option
agreement  setting forth the total number of shares subject to the  Nonqualified
Stock Option,  the option exercise  price,  the term of the  Nonqualified  Stock
Option and such other terms and provisions as are consistent with the Plan.

         4.3 Option Price.  The option  exercise price for a Nonqualified  Stock
Option granted under this Article IV shall be equal to the Fair Market Value per
share of Common  Stock on the Date of  Grant.  Notwithstanding  anything  to the
contrary  contained  in this  Section  4.3,  the option  exercise  price of each
Nonqualified  Stock Option granted pursuant to this Article IV shall not be less
than the par value per share of the Common Stock.

         4.4 Option Period.  All  Nonqualified  Stock Options granted under this
Article  IV  shall  automatically  vest and be  exercisable  in full  after  the
expiration  of six  months  from the Date of Grant.  The period  during  which a
Nonqualified  Stock Option granted under this Article IV may be exercised  shall
expire ten years from the Date of Grant,  unless sooner  terminated  pursuant to
Article VIII. No Nonqualified  Stock Option granted under this Article IV may be
exercised at any time after its term.

                                  ARTICLE V
                       Key Employees' Stock Options

         The  provisions  of this  Article V shall  apply only to Stock  Options
granted  under  the  Plan  to  key  employees  of  the  Company  or  any  of its
Subsidiaries, including employee or consultant-directors of the Company:

         5.1  Eligibility.  The Committee shall,  from time to time,  select the
particular key employees of the Company and its  Subsidiaries  to whom the Stock
Options  provided under this Article V are to be granted  and/or  distributed in
recognition  of  each  such  employee's  contribution  to the  Company's  or the
Subsidiary's  success.  In this regard,  the Committee  shall  consider and give
appropriate  weight to input from  representatives  of management of the Company
regarding  the  contributions  or  potential  contributions  to the Company or a
Subsidiary of certain of the employees or potential  employees of the Company or
a Subsidiary.



<PAGE>



         5.2 Grant of Stock  Options.  All  grants of Stock  Options  under this
Article V shall be awarded by the  Committee.  Each grant of Stock Options shall
be  evidenced  by a stock  option  agreement  setting  forth the total number of
shares subject to the Stock Option,  the option exercise price,  the term of the
Stock  Option,  and such  other  terms and  provisions  as are  approved  by the
Committee, but, except to the extent permitted herein, are not inconsistent with
the Plan. In the case of an Incentive Stock Option,  the stock option  agreement
shall also include provisions that may be necessary to assure that the option is
an incentive stock option under the Code. The Company shall execute stock option
agreements upon instructions from the Committee.

         5.3 Option  Price.  The option  price for a  Nonqualified  Stock Option
shall be equal to the Fair  Market  Value per share of the  Common  Stock on the
Date of  Grant.  The  option  price  for an  Incentive  Stock  Option  shall  be
determined by the Committee and shall be an amount not less than the Fair Market
Value per share of the Common Stock on the Date of Grant;  the  Committee  shall
determine  the Fair Market Value of the Common  Stock on the Date of Grant,  and
shall set forth the  determination in its minutes.  Notwithstanding  anything to
the contrary  contained  in this  Section 5.3, the exercise  price of each Stock
Option  granted  pursuant  to the Plan  shall not be less than the par value per
share of the Common Stock.

         5.4 Option  Period.  The option  period will begin and terminate on the
respective  dates  specified by the Committee,  but may not terminate later than
ten years from the Date of Grant.  No Stock Option granted under the Plan may be
exercised at any time after its term. The Committee may provide for the exercise
of  Stock  Options  in  installments   and  upon  such  terms,   conditions  and
restrictions  as it may  determine.  The  Committee  shall  have  the  right  to
accelerate the time at which any Stock Option granted to an employee  (including
an employee director) shall become  exercisable.  In the event of the retirement
of an employee of the Company or a Subsidiary  in  accordance  with the standard
retirement  policies of the Company or the  Subsidiary,  as the case may be, all
unmatured  installments  of Stock Options  outstanding  shall  automatically  be
accelerated and exercisable in full in accordance with the provisions of Article
VIII.

                                 ARTICLE VI
                      Limits on Incentive Stock Options

         6.1 Stock  Ownership  Limitation.  No  Incentive  Stock  Option  may be
granted to an employee who owns more than 10% of the total combined voting power
of all classes of stock of the Company or its Subsidiaries. This limitation will
not apply if the option  price is at least 110% of the Fair Market  Value of the
Common  Stock on the Date of Grant and the option is not  exercisable  more than
five years from the Date of Grant.

         6.2 Option  Period.  Notwithstanding  the  provisions  of Sections  5.4
hereof,  if a Participant owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the combined  voting power
of all classes of stock of the Company (or any Subsidiary of the Company) and an
Incentive  Stock Option is granted to such employee,  the term of such Incentive
Stock Option (to the extent  required by the Code at the time of grant) shall be
no more than five years from the Date of Grant.



<PAGE>



         6.3  Limitation  on  Exercises  of Shares  Subject to  Incentive  Stock
Options.  To the extent  required by the Code for incentive  stock options,  the
exercise of Incentive  Stock Options  granted under the Plan shall be subject to
the $100,000 calendar year limit as set forth in Section 422(d) of the Code.

         6.4  Disqualifying  Disposition.  If stock acquired upon exercise of an
Incentive  Stock Option is disposed of by a Participant  prior to the expiration
of either two years  from the Date of Grant of such  option or one year from the
transfer of shares to the  Participant  pursuant to the exercise of such option,
or in any other  disqualifying  disposition within the meaning of Section 422 of
the Code, such  Participant  shall notify the Company in writing of the date and
terms of such  disposition.  A disqualifying  disposition by a Participant shall
not affect the status of any other option granted under the Plan as an incentive
stock option within the meaning of Section 422 of the Code.

                                  ARTICLE VII
                            Exercise of Stock Options

         Full payment for shares purchased upon exercise of a Stock Option shall
be made in cash or by the  Participant's  delivery  to the  Company of shares of
Common Stock which have a Fair Market Value equal to the option price (or in any
combination  of cash and shares of Common Stock having an aggregate  Fair Market
Value equal to the option price).  No shares may be issued until full payment of
the purchase price  therefor has been made, and a Participant  will have none of
the rights of a stockholder until shares are issued to him.

                                  ARTICLE VIII
                        Termination of Employment or Service

         In the event a Participant who is an employee of the Company (including
any  employee-director)  or any  Subsidiary  shall  cease to be  employed by the
Company or a Subsidiary,  or a Participant who is a non-employee director of the
Company shall cease to serve as a director of the Company,  for any reason other
than death,  disability or retirement,  such Participant's  Stock Options may be
exercised by the Participant for a period of one hundred eighty (180) days after
the Participant's  termination of employment or service,  as the case may be, or
until  expiration of the  applicable  Option Period (if sooner) to the extent of
the shares with respect to which such Stock Options could have been exercised by
the Participant on the date of termination,  and thereafter to the extent not so
exercised,  such Stock Options shall  terminate.  In addition,  a  Participant's
Stock  Options may be  exercised  as follows in the event of such  Participant's
death, disability or retirement:

          (a) Death.  In the event of death while employed or while serving as a
     non-employee  director,  as the  case  may  be,  the  Stock  Option  may be
     exercised,  for a  period  of one  hundred  eighty  (180)  days  after  the
     Participant's  death or until  expiration  of the Stock  Option  period (if
     sooner), to the extent of the shares with respect to which the Stock Option
     could  have  been  exercised  by  the   Participant  on  the  date  of  the
     Participant's    death,   by   the   Participant's   estate   or   personal
     representative,  or by the person who  acquired  the right to exercise  the
     Stock Option by bequest or  inheritance  or by reason of the  Participant's
     death; and


<PAGE>



          (b)  Disability  Or  Retirement.   In  the  event  of  termination  of
     employment  of an  employee  (or  termination  of  service in the case of a
     non-employee  director) as the result of a total and  permanent  disability
     (as defined in Section 22(e) of the Code) or as the result of retirement in
     accordance  with the  standard  retirement  policies  of the Company or the
     Subsidiary,  as the case may be, the Stock  Option may be  exercised by the
     Participant  or his guardian for a period of one hundred  eighty (180) days
     after such  termination or until  expiration of the Stock Option period (if
     sooner), to the extent of the shares with respect to which the Stock Option
     could  have  been  exercised  by  the  Participant  on  the  date  of  such
     termination,  after  taking into  account  any  acceleration  of  unmatured
     installments of Stock Options pursuant to Section

         Notwithstanding  the foregoing,  individual  grants of Stock Options to
employees of the Company or any Subsidiary under the Plan may provide,  pursuant
to the terms of the particular stock option  agreement,  more restrictive  terms
than those  contained in this Plan concerning any exercise of such Stock Options
with respect to any termination of employment by such Participants.

                                  ARTICLE IX
                         Amendment or Discontinuance

         Subject to the  limitations set forth in this Article IX, the Board may
at any time,  without the consent of the  Participants,  alter,  amend,  revise,
suspend,  or discontinue the Plan,  provided that such action shall not, without
obtaining  the  approval of the  stockholders  of the  Company,  (i)  materially
increase the benefits  accruing to Participants  under the Plan, (ii) materially
increase the number of  securities  which may be issued under the Plan, or (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan.  Subject  to the  foregoing  limitations,  the Board may amend the Plan or
modify the agreements evidencing same in order to comply with any exemption from
the  operation  of  Section  16(b) of the 1934 Act.  The Board may not amend the
provisions  of Article IV more than once during any six month period unless such
amendment is deemed necessary in order to comply with the provisions of the Code
or the treasury  regulations  promulgated  thereunder.  The  Committee  may also
substitute new Stock Options for Stock Options  previously  granted to employees
of the Company or any of its Subsidiaries,  including  previously  granted Stock
Options having higher exercise prices.

                                   ARTICLE X
                               Effect of the Plan

         Neither  the  adoption  of the Plan nor any  action of the Board or the
Committee shall be deemed to give any director, officer or employee any right to
be granted a Stock Option to purchase or receive  Common Stock of the Company or
any other rights except as may be evidenced by a stock option agreement,  or any
amendment thereto,  duly authorized by and executed on behalf of the Company and
then only to the extent of and upon the terms and conditions expressly set forth
therein.




<PAGE>




                                   ARTICLE XI
                                      Term

         The Plan shall be submitted  to the  Company's  stockholders  for their
approval; however, Stock Options may be granted under the Plan prior to the time
of stockholder  approval.  Unless sooner  terminated by action of the Board, the
Plan will  terminate on the 25th day of October,  2005.  Stock Options under the
Plan may not be granted after that date,  but Stock Options  granted before that
date  will  continue  to  be  effective  in  accordance  with  their  terms  and
conditions.

                                   ARTICLE XII
                               Capital Adjustments

         If at any time while the Plan is in effect or unexercised Stock Options
are outstanding  there shall be any increase or decrease in the number of issued
and  outstanding  shares of Common  Stock  through  the  declaration  of a Stock
Dividend  or  through  any   recapitalization   resulting   in  a  stock  split,
combination, or exchange of shares of Common Stock, then and in such event:

         (i)      An appropriate  adjustment shall be made in the maximum number
                  of shares of Common Stock then subject to being  awarded under
                  grants  pursuant  to  the  Plan,  to the  end  that  the  same
                  proportion of the Company's  issued and outstanding  shares of
                  Common Stock shall continue to be subject to being so awarded;
                  and

         (ii)     Appropriate  adjustments shall be made in the number of shares
                  of Common Stock and the exercise  price per share thereof then
                  subject  to  purchase  pursuant  to  each  such  Stock  Option
                  previously  granted and unexercised,  to the end that the same
                  proportion of the Company's  issued and outstanding  shares of
                  Common Stock in each instance shall remain subject to purchase
                  at the same aggregate exercise price.

         Any fractional  shares  resulting from any adjustment  made pursuant to
this Article XII shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class,  either in connection  with direct sale or upon the exercise
of rights or warrants to subscribe  therefor,  or upon  conversion  of shares or
obligations  of the Company  convertible  into such shares or other  securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to,  the number or  exercise  price of shares of Common  Stock  then  subject to
outstanding Stock Options granted under the Plan.

                                 ARTICLE XIII
                  Recapitalization, Merger and Consolidation

         (a)      The existence of this Plan and Stock Options granted hereunder
                  shall not affect in any way the right or power of the  Company
                  or  its   stockholders   to  make  or  authorize  any  or  all
                  adjustments,   recapitalizations,   reorganizations  or  other
                  changes in the Company's capital structure or its business, or
                  any merger or  consolidation  of the Company,  or any issue of
                  bonds, debentures, preferred or prior preference stocks



<PAGE>



                  ranking  prior to or otherwise  affecting  the Common Stock or
                  the rights  thereof  (or any  rights,  options or  warrants to
                  purchase  same),  or the  dissolution  or  liquidation  of the
                  Company,  or any  sale or  transfer  of all or any part of its
                  assets or business,  or any other corporate act or proceeding,
                  whether of a similar character or otherwise.

         (b)      Subject to any  required  action by the  stockholders,  if the
                  Company shall be the surviving or resulting corporation in any
                  merger or consolidation,  any outstanding Stock Option granted
                  hereunder  shall  pertain  to and apply to the  securities  or
                  rights (including cash,  property or assets) to which a holder
                  of the number of shares of Common  Stock  subject to the Stock
                  Option would have been entitled.

         (c)      In the event of any merger or consolidation pursuant to which
                  the Company is not the surviving or resulting corporation,
                  there shall be substituted for each share of Common Stock
                  subject to the unexercised portions of such outstanding Stock
                  Option that number of shares of each class of stock or other
                  securities or that amount of cash, property or assets of the
                  surviving or consolidated company which were distributed or
                  distributable to the stockholders of the Company in respect of
                  each share of Common Stock held by them, such outstanding
                  Stock Options to be thereafter exercisable for such stock,
                  securities, cash or property in accordance with their terms.
                  Notwithstanding the foregoing, however, all such Stock Options
                  may be canceled by the Board as of the effective date of any
                  such reorganization, merger or consolidation, or of any
                  proposed sale of substantially all of the assets of the
                  Company, or of any dissolution or liquidation of the Company,
                  by giving notice to each holder thereof or his personal
                  representative of its intention to do so and by permitting the
                  purchase during the thirty (30) day period next preceding such
                  effective date of any or all of the shares subject to such
                  outstanding Stock Options, including shares as to which such
                  Stock Option would not otherwise be exercisable.

         (d)      In the  event of a Change in  Control  of the  Company,  then,
                  notwithstanding  any  other  provision  in  the  Plan  to  the
                  contrary,   all  unmatured   installments   of  Stock  Options
                  outstanding  shall thereupon  automatically be accelerated and
                  exercisable in full.

         (e)      In case the Company shall, at any time while any Stock Option
                  under this Plan shall be in force and remain unexpired, (i)
                  sell all or substantially all of its property, or (ii)
                  dissolve, liquidate, or wind up its affairs, then each
                  Participant may thereafter receive upon exercise hereof (in
                  lieu of each share of Common Stock of the Company which such
                  Participant would have been entitled to receive) the same kind
                  and amount of any securities or assets as may be issuable,
                  distributable or payable upon any such sale, dissolution,
                  liquidation, or winding up with respect to each share of
                  Common Stock of the Company. In the event that the Company
                  shall, at any time prior to the expiration of any Stock Option
                  make any partial distribution of its assets in the nature of a
                  partial liquidation, whether payable in cash or in kind (but
                  excluding the distribution of a cash dividend payable out of
                  retained earnings or earned surplus and designated as such),
                  then in such event the exercise prices then in effect with
                  respect to each option shall be reduced, as of the payment
                  date of such distribution, in proportion to the percentage
                  reduction in the tangible book value of the shares of the



<PAGE>



                  Company's   Common  Stock   (determined  in  accordance   with
                  generally accepted accounting  principles) resulting by reason
                  of such  distribution;  provided,  that in no event  shall any
                  adjustment of exercise  prices in accordance with the terms of
                  the Plan result in any exercise prices being reduced below the
                  par value per share of the Common Stock.

         (f)      Upon the  occurrence of each event  requiring an adjustment of
                  the  exercise  price  and/or the number of shares  purchasable
                  pursuant  to Stock  Options  granted  pursuant to the terms of
                  this  Plan,   the  Company   shall  mail   forthwith  to  each
                  Participant a copy of its computation of such adjustment which
                  shall be  conclusive  and  shall be  binding  upon  each  such
                  Participant,  except as to any  Participant  who contests such
                  computation  by written  notice to the Company  within  thirty
                  (30) days after receipt thereof by such Participant.

                                    ARTICLE XIV
                      Options in Substitution for Stock Options
                             Granted by Other Corporations

         Stock  Options  may be  granted  under  the Plan  from  time to time in
substitution  for such stock  options  held by employees  of a  corporation  who
become or are about to become  employees of the Company or a  Subsidiary  as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a Subsidiary or the  acquisition  by either of the foregoing of stock
of the employing  corporation as the result of which it becomes a Subsidiary The
terms and  conditions  of the  substitute  options so granted  may vary from the
terms and  conditions  set forth in this Plan to such extent as the Committee at
the time of grant may deem  appropriate to conform,  in whole or in part, to the
provisions of the options in substitution for which they are granted.

                                    ARTICLE XV
                             Miscellaneous Provisions

         15.1 Exercise of Stock  Options.  Stock Options  granted under the Plan
may be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth  herein  and in the  applicable  stock  option  agreements;  provided,
however,  that Stock Options shall not be exercisable at any time during the six
month period which begins on the Date of Grant.  Notwithstanding anything to the
contrary contained herein, Stock Options may not be exercised, nor may shares be
issued  pursuant to a Stock Option (i) until the  expiration  of six months from
the date  that the Plan is  approved  by the  stockholders  of the  Company,  if
necessary to comply with Rule 16b-3  promulgated  under the 1934 Act or with the
applicable rules or regulations of any stock exchange or inter-dealer  quotation
system on which the  Common  Stock is listed or quoted or (ii) if any  necessary
listing of the shares on a Stock Option,  the date of grant (for the purposes of
Section 16 of the 1934 Act and the rules  promulgated  thereunder) of such Stock
Option shall be deemed to be the date of stockholder approval of the Plan.

         15.2 Non-Assignability. A Stock Option granted to a Participant may not
be transferred or assigned, other than (i) by will or the laws of descent and
distribution or (ii) pursuant to the terms



<PAGE>



of a qualified  domestic  relations  order (as defined in Section 401 (a)(13) of
the Code or Section 206(d)(3) of the Employee  Retirement Income Security Act of
1974, as amended), provided, that in the case of an Incentive Stock Option, such
transfer  or  assignment  may occur  only to the  extent  it will not  result in
disqualifying  such option as an incentive stock option under section 422 of the
Code,  or  any  successor  provision.   Subject  to  the  foregoing,   during  a
Participant's lifetime,  Stock Options granted to a Participant may be exercised
only by the Participant or,  provided the particular  stock option  agreement so
provides, by the Participant's guardian or legal representative.

         15.3 Investment Intent. The Company may require that there be presented
to and filed with it by any  Participant(s)  under the Plan, such evidence as it
may deem necessary to establish that the Stock Options  granted or the shares of
Common Stock to be purchased or  transferred  are being  acquired for investment
and not with a view to their distribution.

         15.4 Allotment of Shares.  The Committee  shall determine the number of
shares of Common Stock to be offered from time to time by grant of Stock Options
to  employee-Participants  under  the  Plan.  The  grant of a Stock  Option to a
Participant  shall not, by itself,  be deemed either to entitle the  Participant
to, or to disqualify the Participant  from,  participation in any other grant of
Stock Options under the Plan.

         15.5 No Right to  Continue  Employment.  Nothing  in the Plan or in any
Stock  Option  confers  upon any employee the right to continue in the employ of
the Company or interferes  with or restricts in any way the right of the Company
to discharge  any employee at any time  (subject to any contract  rights of such
employee).

         15.6 Stockholders' Rights. The holder of a Stock Option shall have none
of the rights or privileges of a stockholder except with respect to shares which
have been actually issued.

         15.7 Tax  Requirements.  Any  employee who  exercises  any Stock Option
shall be  required  to pay the Company the amount of all taxes which the Company
is required to withhold as a result of the  exercise of the Stock  Option.  With
respect to an Incentive Stock Option, in the event of a subsequent disqualifying
disposition of Common Stock within the meaning of Section 422 of the Code,  such
payment of taxes may be made in cash, by check or through the delivery of shares
of Common Stock which the  employees  then owns,  which shares have an aggregate
Fair Market Value equal to the required  withholding payment, or any combination
thereof.  With  respect to the  exercise  of a  Nonqualified  Stock  Option by a
Participant  who is an officer,  director or 10%  stockholder of the Company (as
determined  by  reference  to  Section  16(b)  of the  1934  Act and  the  rules
promulgated thereunder), the participant's obligation to pay such taxes shall
only be  satisfied  by the  Company's  withholding  of that number of whole
shares of Common Stock otherwise  issuable upon such exercise which have an
aggregate Fair Market  Value which  equals or exceeds (if  necessary  to avoid
the  issuance of fractional  shares) the required tax  withholding  payment.
With respect to the exercise of a Nonqualified  Stock Option by any Participant
who is not such an officer, director or 10% stockholder of the  Company, such
Participant's obligation to pay such taxes may be satisfied by the following, or
any combination thereof: (i) the delivery of cash to the Company  in an  amount
necessary  to satisfy the  required tax  withholding  obligation  of the Company
and/or (ii) the actual delivery by the exercising  Participant to the Company of
shares  of  Common  Stock  which  the  Participant  owns  and/or  the  Company's
withholding of a number of shares to be delivered upon the



<PAGE>



exercise of the Stock  Option),  which shares so  delivered or withheld  have an
aggregate  Fair Market Value which equals or exceeds (if  necessary to avoid the
issuance of fractional  shares) the required tax withholding  payment.  Any such
withholding payments with respect to the exercise of a Nonqualified Stock Option
made by a  Participant  in cash or by actual  delivery of shares of Common Stock
shall be required to be made within  thirty (30) days after the  delivery to the
Participant of any certificate  representing the shares of Common Stock acquired
upon exercise of the Stock Option.

         15.8 Indemnification of Board and Committee.  No member of the Board or
the  Committee,  nor any officer or employee of the Company  acting on behalf of
the  Board  or the  Committee,  shall  be  personally  liable  for  any  action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully  indemnified  and  protected by the Company in respect of any such
action, determination or interpretation.

                                 ARTICLE XVI
                               Effective Date

         The effective date of the Plan shall be October 25, 1995,  that is, the
date on which it was approved and adopted by the Board.



<PAGE>



                                                                  EXHIBIT 5.1


                                                     August 10, 2000


Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904

Ladies and Gentlemen:

         On the date hereof,  Semiconductor Laser International  Corporation,  a
Delaware  corporation (the  "Company"),  intends to transmit for filing with the
Securities and Exchange Commission a Registration Statement under the Securities
Act of 1933, as amended, on Form S- 8 (the "Registration Statement") relating to
1,000,000  shares (the "Shares") of common stock,  par value $0.01 per share, of
the Company which are being offered  pursuant to the Company's 1995 Stock Option
Plan (the "Plan"). This opinion is an exhibit to the Registration Statement.

         We have at times acted as special  counsel to the Company  with respect
to certain  corporate  and  securities  matters,  and in such  capacity  we have
participated in various corporate and other proceedings taken by or on behalf of
the Company in connection  with the proposed offer and sale of the Shares by the
Company as  contemplated  by the  Registration  Statement.  However,  we are not
general  counsel to the Company  and would not  ordinarily  be familiar  with or
aware  of  matters  relating  to the  Company  unless  they are  brought  to our
attention by representatives of the Company.

         In connection with this opinion, we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
(i) the Company's  Certificate of Incorporation as presently in effect, (ii) its
Restated  By-Laws as presently in effect,  (iii)  minutes and other  instruments
evidencing  actions  taken by its  directors,  (iv)  the  Plan  and  such  other
documents and instruments  relating to the Company and the proposed  offering as
we have deemed necessary under the circumstances. In our examination of all such
agreements,  documents,  certificates  and  instruments,  we  have  assumed  the
genuineness of all signatures and the authenticity of all agreements, documents,
certificates  and  instruments  submitted to us as originals and the  conformity
with the originals of all agreements,  documents,  certificates  and instruments
submitted to us as certified,  conformed or photostatic copies.  Insofar as this
opinion  relates to securities to be issued in the future,  we have assumed that
all  applicable  laws,  rules  and  regulations  in  effect  at the time of such
issuance are the same as such laws,  rules and  regulations  in effect as of the
date hereof.

         Except as  provided in the next  sentence,  we express no opinion as to
the laws of any  jurisdiction  other  than the laws of the State of New York and
the federal  laws of the United  States of America.  To the extent that  matters
concerning  the Delaware  General  Corporation  Law are involved in the opinions
expressed below,  our opinions are based solely upon our reasonable  familiarity
with the Delaware General Corporation Law based on our reading of standard



<PAGE>



published compilations of such laws. We express no opinion as to the application
of the  securities  or "Blue  Sky"  laws of any  state,  including  the State of
Delaware and the State of New York, to the offer and/or sale of the Shares.

         Based on the foregoing,  and subject to and in reliance on the accuracy
and  completeness of the information  relevant thereto provided to us, it is our
opinion that the Shares which will be issued pursuant to the Plan have been duly
authorized and, subject to the  effectiveness of the Registration  Statement and
compliance with applicable  securities or other laws of the states of the United
States in which the Shares will be offered and/or sold, when issued and paid for
in accordance  with the terms set forth in the Plan and applicable  stock option
agreements, will be legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the  securities  or other laws of any state of the United States which relate to
the offer and sale of the Shares which are the subject of this opinion.

         This opinion is as of the date hereof and we undertake no obligation to
advise  you of any  change in any  applicable  law or in facts or  circumstances
which might  affect any matters or opinions  set forth  herein.  This opinion is
furnished to you in connection  with the filing of the  Registration  Statement,
and is not to be used, circulated, quoted or otherwise relied upon for any other
purposes, except as expressly provided in the preceding paragraph.


                                                     Very truly yours,



                                            SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

SBSF:RAG:GA:RMF:CJS



<PAGE>


                                                                  EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT


        We hereby consent to the incorporation by reference in this Registration
Statement of Semiconductor  Laser  International  Corporation on Form S-8 of our
report dated  February  18,  2000,  except as to Note 9 which is dated March 27,
2000,  appearing in and  incorporated  by reference in the Annual Report on Form
10-KSB of  Semiconductor  Laser  International  Corporation  for the year  ended
December 31, 1999.



PRICEWATERHOUSECOOPERS LLP

Syracuse, New York
August 9, 2000



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 68724}]
{"company-data": {"conformed-name": "SEMICONDUCTOR LASER INTERNATIONAL CORP", "cik": "0000921445", "assigned-sic": "3674", "irs-number": "161494566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43410", "film-number": "690763"}, "business-address": {"street1": "15 LINK DRIVE", "city": "BINGHAMTON", "state": "NY", "zip": "13904", "phone": "6077223800"}, "mail-address": {"street1": "SEMICONDUCTOR LASER INT CORP", "street2": "15 LINK DRIVE", "city": "BINGHAMTON", "state": "NY", "zip": "13904"}}
As filed with the Securities and Exchange Commission on August 10, 2000
                                                 Registration No. 333-
--------------------------------------------------------------------------------

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                                FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)

              Delaware                              16-1494566
  (State or other jurisdiction of     ( I.R.S. Employer Identification Number)
   incorporation or organization)

                              15 Link Drive
                       Binghamton, New York 13904
           (Address of principal executive offices) (Zip Code)

                         1995 STOCK OPTION PLAN
                        (Full title of the plan)

                                                      With a copy to:

   Dr. Geoffrey T. Burnham                        Richard A. Goldberg, Esq.
Chairman of the Board, President           Swidler Berlin Shereff Friedman, LLP
 and Chief Executive Officer                       The Chrysler Building
        15 Link Drive                              405 Lexington Avenue
   Binghamton, New York 13904                   New York, New York 10174
       (607) 722-3800                               (212) 973-0111

                   (Name, address and telephone number,
                including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
      Title of securities           Amount to be      offering price per         aggregate            Amount of
       to be registered             registered(1)          share(2)            offering price    registration fee(2)
common stock,                     1,000,000 shares         $0.5175               $517,500.00          $136.62
par value $0.01 per share
------------------------------- ------------------------------------------ ------------------------------------------

(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  The Registration  Statement Fee has been calculated pursuant to Rule 457 of
     the Securities Act of 1933, as amended, as follows: 1,000,000 multiplied by
     .000264 multiplied by $0.5175 (representing the average of 39,404 shares
     having been granted at an exercise  price of $0.05 per share,  9,000 shares
     having been granted at an exercise  price of $0.27 per share,  4,000 shares
     having  been  granted at an  exercise  price of $0.3438  per share,  11,000
     shares  having  been  granted at an  exercise  price of $0.3750  per share,
     335,300 shares having been granted at an exercise price of $0.5156 per
     share, 21,000 shares having been granted at an exercise price of $0.5625
     per share, 20,000 shares having been granted at an exercise price of $0.656
     per share,  44,300  shares  having  been  granted at an  exercise  price of
     $0.6875 per share,  10,000 shares having been granted at an exercise  price
     of $0.7188 per share, 5,000 shares having been granted at an exercise price
     of $0.7656 per share, 6,000 shares having been granted at an exercise price
     of $0.7812 per share, 30,000 shares having been granted at an exercise
     price of $0.8438 per share, 6,000 shares having been granted at an exercise
     price of $0.9844 per share, 5,000 shares having been granted at an exercise
     price of $1.0312 per share, 1,500 shares having been granted at an exercise
     price of $1.3438 per share, 3,125 shares having been granted at an exercise
     price of $1.9062, 1,000 shares having been granted at an exercise price of
     $4.0312 per share and 448,371 shares at $0.48 (the average of the high and
     low sales prices of the Registrant's Common Stock as included on the Nasdaq
     OTC Bulletin Board on August 7, 2000)).
PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  that have been filed by  Semiconductor  Laser
International Corporation,  a Delaware corporation (the "Registrant"),  with the
Securities and Exchange Commission (the  "Commission"),  are incorporated herein
by reference:

                  a.       The Registrant's Annual Report on Form 10-KSB for the
                           fiscal year ended December 31, 1999.

                  b.       The Registrant's Quarterly Report on Form 10-QSB for
                           the quarterly period ended March 31, 2000.

                  c.       The description of the Registrant's common stock, par
                           value  $0.01  per  share,  which  is  contained  in a
                           registration  statement filed under Section 12 of the
                           Securities  Exchange  Act of 1934,  as  amended  (the
                           "Exchange  Act"),  including  any amendment or report
                           filed for the purpose of updating such description.

         In  addition,  all  documents  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  to this  Registration  Statement  which
indicates that all of the securities  offered under this Registration  Statement
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference  herein and to be a part of this
Registration  Statement  as of the date of the  filing  of such  documents.  Any
statement  contained in the documents  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified or  superseded,  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

                                       -2-
Item 6.  Indemnification of Directors and Officers.

         The  indemnification  of directors  and officers of the  registrant  is
governed by Section 145 of the General  Corporation Law of the State of Delaware
("DGCL") and the Certificate of  Incorporation,  as amended and Restated By-Laws
of the Registrant.  Subsection (a) of DGCL Section 145 empowers a corporation to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  the  person's  conduct  was
unlawful.

         Subsection  (b) of DGCL Section 145 empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by the person in connection  with the defense or settlement
of such  action or suit if the  person  acted in good  faith and in a manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         DGCL Section 145 further  provides that to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably  incurred by such  person in  connection  therewith.  In all cases in
which  indemnification is permitted under subsections (a) and (b) of Section 145
(unless  ordered  by a  court),  it  shall  be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
present  or  former  director,  officer,  employee  or  agent is  proper  in the
circumstances  because  the  applicable  standard of conduct has been met by the
party to be  indemnified.  Such  determination  must be made,  with respect to a
person who is a director or officer at the time of such determination,  (1) by a
majority  vote of the  directors  who are not  parties to such  action,  suit or
proceeding, even

                                        -3-
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders. The statute authorizes
the corporation to pay expenses incurred by an officer or director in advance of
the final  disposition  of a proceeding  upon receipt of an undertaking by or on
behalf of the person to whom the advance will be made,  to repay the advances if
it shall  ultimately be determined that he was not entitled to  indemnification.
DGCL Section 145 also provides that  indemnification and advancement of expenses
permitted  thereunder are not to be exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.  DGCL Section 145 also  authorizes  the  corporation  to purchase and
maintain liability insurance on behalf of its directors, officers, employees and
agents  regardless of whether the corporation  would have the statutory power to
indemnify such persons against the liabilities insured.

         Article Seventh of the Certificate of  Incorporation  of the Registrant
provides that no director of the  registrant  shall be personally  liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director  except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, (iii) under Section 174 of the DGCL (involving  certain unlawful  dividends
or stock purchases or  redemptions),  or (iv) for any transaction from which the
director derived an improper personal benefit.

         Article Seventh of the Certificate of  Incorporation  of the Registrant
entitles  directors,  officers,  employees and agents,  past and present, of the
registrant to  indemnification to the fullest extent permitted by Section 145 of
the DGCL, as the same may be supplemented from time to time.

         Pursuant to Section  145(g) of the DGCL,  the  Restated  By-Laws of the
Registrant  authorize the Registrant to obtain  insurance to protect  directors,
officers,  employees or agents from certain liabilities,  including  liabilities
against which the registrant cannot indemnify its directors, officers, employees
or agents.  The Registrant  maintains a directors and officers  liability policy
which,  among other  things,  provides for payment up to $1 million on behalf of
any of the  registrant's  past,  present or future directors or officers against
loss.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       -4-
Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement:

         4.1      1995 Stock Option Plan
         5.1      Opinion of Swidler Berlin Shereff Friedman, LLP
         23.1     Consent of PricewaterhouseCoopers LLP
         23.2     Consent of Swidler Berlin Shereff Friedman, LLP (included in
                  Exhibit 5.1)
         24.1     Power of Attorney (included in signature page to this
                  Registration Statement)

Item 9.  Undertakings.

(a)      The 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 of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  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
     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 change in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement;

          (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 the registration statement;

         provided,  however,  that  paragraphs  (a)(l)(i) and  (a)(1)(ii) do not
         apply if the 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  by  the
         Registrant  pursuant to section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         registration statement.

     (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration statement

                                         -5-
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 a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in 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 against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -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
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized,  in the City of Binghamton,  State of New York, on this 10th day of
August, 2000.

                                                       SEMICONDUCTOR LASER
                                                       INTERNATIONAL CORPORATION

                                                 By:/s/ Geoffrey T. Burnham
                                                 Name: Geoffrey T. Burnham
                                                 Title:Chairman of the Board,
                                                       President and Chief
                                                       Executive Officer

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature
appears below constitutes and appoints Geoffrey T. Burnham,  his true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him and
on his behalf,  and in his name,  place and stead,  in any and all capacities to
execute and sign any and all  amendments  or  post-effective  amendments to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other documents in connection therewith,  with the Commission,  hereby ratifying
and confirming all that said  attorney-in-fact or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof and the  Registrant  hereby
confers like authority on its behalf.

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

       Signature                      Title                          Date

/s/Geoffrey T. Burnham  Chairman of the Board, President        August 10, 2000
----------------------  and Chief Executive Officer
Geoffrey T. Burnham     (Principal Executive Officer)

/s/Susan M. Burnham     Vice President, Treasurer and Director  August 10, 2000
-------------------
Susan M. Burnham

/s/Leonard E. Lundberg  Chief Financial Officer and             August 10, 2000
----------------------  Principal Accounting Officer
Leonard E. Lundberg

/s/George W. Hippisley  Director                                August 10, 2000
----------------------
George W. Hippisley

/s/Vincent Tomaselli    Director                                August 10, 2000
--------------------
Vincent Tomaselli

                                      -7-
SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 EXHIBIT INDEX

Exhibit Number        Description

         4.1               1995 Stock Option Plan
         5.1               Opinion of Swidler Berlin Shereff Friedman, LLP
         23.1              Consent of PricewaterhouseCoopers LLP
         23.2              Consent of Swidler Berlin Shereff Friedman, LLP
                           (included in Exhibit 5.1)
         24.1              Power of Attorney (included in signature page to this
                           Registration Statement)

                                        -8-
EXHIBIT 4.1

                   SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
                              1995 STOCK OPTION PLAN

                                     Purpose

         The  purpose of the Plan is to attract  and  retain key  employees  and
directors of the Company and to provide such persons with a proprietary interest
in the Company through the granting of Incentive Stock Options and  Nonqualified
Stock Options which will:

    (a)   increase the interest of the employees and directors in the Company's
          welfare;

    (b)   furnish an incentive to the employees and directors to continue their
          services for the Company; and

    (c)   provide a means through which the Company may attract able persons to
          enter its employ or to serve as directors.

                                    ARTICLE I
                                   Definitions

         For the purpose of this Plan,  unless the context  requires  otherwise,
the following terms shall have the meanings indicated:

         1.1      "Board" means the board of directors of the Company.

         1.2 "Change in Control"  means the  occurrence  of any of the following
events:  (i) there shall be consummated (x) 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 have
the same  proportionate  ownership of common stock of the surviving  corporation
immediately after the merger, or (y) any sale, lease, exchange or other transfer
(excluding transfer by way of pledge or hypothecation),  in one transaction or a
series of related  transactions,  of all, or substantially all, of the assets of
the Company,  (ii) the  stockholders of the Company approve any plan or proposal
for the  liquidation or dissolution of the Company,  (iii) any "person" (as such
term is defined in Section  3(a)(9) or Section  13(d)(3)  under the 1934 Act) or
any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act),
other than the Company or any successor of the Company or any  Subsidiary of the
Company or any employee benefit plan of the Company or any Subsidiary (including
such plan's  trustee),  becomes a  beneficial  owner for  purposes of Rule 13d-3
promulgated  under the 1934 Act,  directly or  indirectly,  of securities of the
Company representing 50.1% or more of the Company's then outstanding  securities
having the right to vote in the election of directors, or (iv) during any period
of two  consecutive  years,  individuals  who, at the  beginning  of such period
constituted  the  entire  Board,  cease for any  reason  (other  than  death) to
constitute a majority of the
directors,  unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.

         1.3 "Code" means the Internal Revenue Code of 1986, as amended.

         1.4 "Common  Stock"  means  the  common  stock  which the  Company  is
currently authorized to issue or may in the future be authorized to issue.

         1.5 "Company" means Semiconductor Laser International Corporation, a
New York corporation.

         1.6 "Date of  Grant"  means  the  effective  date on which an option
is awarded to a Participant as set forth in the stock option agreement.

         1.7 "Fair Market Value" of the  Company's  shares of Common Stock means
(i) the closing price per share on any stock  exchange on which the Common Stock
is traded or quoted, including the Nasdaq Stock Market, or (ii) the mean between
the   closing   bid  and  asked   price  per  share  of  Common   Stock  in  the
over-the-counter market, other than on the Nasdaq Stock Market.

         1.8  "Incentive  Stock  Option"  means an option to purchase  shares of
Common Stock granted to an eligible  Participant pursuant to Article V and which
is intended to qualify as an incentive  stock  option  under  Section 422 of the
Code.

         1.9  "1934 Act" means the Securities Exchange Act of 1934, as amended.

         1.10 "Nonqualified  Stock Option" means an option to purchase shares of
Common Stock  granted to a  Participant  pursuant to Article IV or Article V and
which is not intended to qualify as an incentive  stock option under Section 422
of the Code.

         1.11 "Participant"  means any employee of the Company or any Subsidiary
of the  Company or any  non-employee  director  of the Company who is, or who is
proposed to be, a recipient of a Stock Option.

         1.12 "Plan" means the  Semiconductor  Laser  International  Corporation
1995 Stock Option Plan, as it may be amended from time to time.

         1.13 "Stock Dividend" means a dividend or other  distribution  declared
on the shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary  of the Company,  or (ii)  rights,  options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities  convertible into or exchangeable for capital stock of the Company or
any  Subsidiary  of the Company,  or (iv) any capital  stock  received  upon the
exercise, or with respect to, the foregoing.

         1.14 "Stock Options" shall mean any and all Incentive Stock Options and
Nonqualified Stock Options granted pursuant to the Plan.
1.15  "Subsidiary"  means  any  corporation  in an  unbroken  chain  of
corporations beginning with the Company if, at the time of granting of the Stock
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock  possessing 50% or more of the total  combined  voting power of
all  classes  of  stock  in one of the  other  corporations  in the  chain,  and
"Subsidiaries" means more than one of any such corporations.

                                 ARTICLE II
                               Administration

         Subject to the terms of this Article II, the Plan shall be administered
by the  Compensation  Committee  (the  "Committee")  of the Board,  which  shall
consist of at least two members.  Any member of the  Committee may be removed at
any time,  with or  without  cause,  by  resolution  of the Board.  Any  vacancy
occurring in the membership of the Committee may be filled by appointment by the
Board. Each member of the Committee is required to be a "Non-Employee  Director"
within the meaning of Rule 16b-3 promulgated under the 1934 Act.

         The Board shall select one of its members to act as the Chairman of the
Committee,  and the  Committee  shall  make such rules and  regulations  for its
operation as it deems appropriate.  A majority of the Committee shall constitute
a quorum and the act of a majority of the members of the Committee  present at a
meeting at which a quorum is present shall be the act of the Committee.  Subject
to the terms hereof,  the Committee  shall  designate  from time to time the key
employees to whom Stock Options will be granted,  interpret the Plan, prescribe,
amend,  and rescind any rules and  regulations  necessary or appropriate for the
administration  of the Plan,  and make such other  determinations  and take such
other action as it deems necessary or advisable.  In this regard,  the Committee
shall  consider and give  appropriate  weight to input from  representatives  of
management of the Company regarding the contributions or potential contributions
to the  Company  or a  Subsidiary  of  certain  of the  employees  or  potential
employees  of the  Company  or a  Subsidiary.  Except  as  provided  below,  any
interpretation,  determination,  or other action made or taken by the  Committee
shall be final, binding, and conclusive on all interested parties, including the
Company and all Participants.

                                   ARTICLE III
                             Shares Subject to Plan

         The  Committee may not grant Stock Options under the Plan for more than
1,000,000  shares  of  Common  Stock  of the  Company  (as  may be  adjusted  in
accordance  with Article XII or XIII hereof).  Shares to be distributed and sold
may be made available from either authorized but unissued Common Stock or Common
Stock  held  by the  Company  in its  treasury.  Shares  that by  reason  of the
expiration or unexercised termination of a Stock Option are no longer subject to
purchase may be re-offered under the Plan.

                                    ARTICLE IV
                       Non-Employee Directors' Stock Options

         The  provisions  of this  Article IV shall  apply only to  Nonqualified
Stock Options granted under the Plan to non-employee directors of the Company.
4.1 Eligibility. Only non-employee directors of the Company, which term
shall exclude directors who are employed as consultants to the Company, shall be
eligible to receive grants of Nonqualified Stock Options under this Article IV.

         4.2 Grant of Stock Options.  On the effective date of the  Registration
Statement and on each  anniversary of such date during the term of this Plan (or
if such date is not a business  day,  then on the next  succeeding  business day
thereafter),  the  Company  shall  grant to each  non-employee  director  of the
Company a  Nonqualified  Stock  Option to purchase  2,500 shares of Common Stock
with respect to the 12-month period  following such Date of Grant.  Non-employee
directors  appointed  following  a Date of  Grant  shall be  granted,  as of the
commencement  date of their terms, a Nonqualified  Stock Option to purchase that
number of shares of Common  Stock equal to that pro rata portion of the 12-month
period they will serve before the next Date of Grant. Each grant of Nonqualified
Stock  Options  under  this  Article  IV shall be  evidenced  by a stock  option
agreement  setting forth the total number of shares subject to the  Nonqualified
Stock Option,  the option exercise  price,  the term of the  Nonqualified  Stock
Option and such other terms and provisions as are consistent with the Plan.

         4.3 Option Price.  The option  exercise price for a Nonqualified  Stock
Option granted under this Article IV shall be equal to the Fair Market Value per
share of Common  Stock on the Date of  Grant.  Notwithstanding  anything  to the
contrary  contained  in this  Section  4.3,  the option  exercise  price of each
Nonqualified  Stock Option granted pursuant to this Article IV shall not be less
than the par value per share of the Common Stock.

         4.4 Option Period.  All  Nonqualified  Stock Options granted under this
Article  IV  shall  automatically  vest and be  exercisable  in full  after  the
expiration  of six  months  from the Date of Grant.  The period  during  which a
Nonqualified  Stock Option granted under this Article IV may be exercised  shall
expire ten years from the Date of Grant,  unless sooner  terminated  pursuant to
Article VIII. No Nonqualified  Stock Option granted under this Article IV may be
exercised at any time after its term.

                                  ARTICLE V
                       Key Employees' Stock Options

         The  provisions  of this  Article V shall  apply only to Stock  Options
granted  under  the  Plan  to  key  employees  of  the  Company  or  any  of its
Subsidiaries, including employee or consultant-directors of the Company:

         5.1  Eligibility.  The Committee shall,  from time to time,  select the
particular key employees of the Company and its  Subsidiaries  to whom the Stock
Options  provided under this Article V are to be granted  and/or  distributed in
recognition  of  each  such  employee's  contribution  to the  Company's  or the
Subsidiary's  success.  In this regard,  the Committee  shall  consider and give
appropriate  weight to input from  representatives  of management of the Company
regarding  the  contributions  or  potential  contributions  to the Company or a
Subsidiary of certain of the employees or potential  employees of the Company or
a Subsidiary.
5.2 Grant of Stock  Options.  All  grants of Stock  Options  under this
Article V shall be awarded by the  Committee.  Each grant of Stock Options shall
be  evidenced  by a stock  option  agreement  setting  forth the total number of
shares subject to the Stock Option,  the option exercise price,  the term of the
Stock  Option,  and such  other  terms and  provisions  as are  approved  by the
Committee, but, except to the extent permitted herein, are not inconsistent with
the Plan. In the case of an Incentive Stock Option,  the stock option  agreement
shall also include provisions that may be necessary to assure that the option is
an incentive stock option under the Code. The Company shall execute stock option
agreements upon instructions from the Committee.

         5.3 Option  Price.  The option  price for a  Nonqualified  Stock Option
shall be equal to the Fair  Market  Value per share of the  Common  Stock on the
Date of  Grant.  The  option  price  for an  Incentive  Stock  Option  shall  be
determined by the Committee and shall be an amount not less than the Fair Market
Value per share of the Common Stock on the Date of Grant;  the  Committee  shall
determine  the Fair Market Value of the Common  Stock on the Date of Grant,  and
shall set forth the  determination in its minutes.  Notwithstanding  anything to
the contrary  contained  in this  Section 5.3, the exercise  price of each Stock
Option  granted  pursuant  to the Plan  shall not be less than the par value per
share of the Common Stock.

         5.4 Option  Period.  The option  period will begin and terminate on the
respective  dates  specified by the Committee,  but may not terminate later than
ten years from the Date of Grant.  No Stock Option granted under the Plan may be
exercised at any time after its term. The Committee may provide for the exercise
of  Stock  Options  in  installments   and  upon  such  terms,   conditions  and
restrictions  as it may  determine.  The  Committee  shall  have  the  right  to
accelerate the time at which any Stock Option granted to an employee  (including
an employee director) shall become  exercisable.  In the event of the retirement
of an employee of the Company or a Subsidiary  in  accordance  with the standard
retirement  policies of the Company or the  Subsidiary,  as the case may be, all
unmatured  installments  of Stock Options  outstanding  shall  automatically  be
accelerated and exercisable in full in accordance with the provisions of Article
VIII.

                                 ARTICLE VI
                      Limits on Incentive Stock Options

         6.1 Stock  Ownership  Limitation.  No  Incentive  Stock  Option  may be
granted to an employee who owns more than 10% of the total combined voting power
of all classes of stock of the Company or its Subsidiaries. This limitation will
not apply if the option  price is at least 110% of the Fair Market  Value of the
Common  Stock on the Date of Grant and the option is not  exercisable  more than
five years from the Date of Grant.

         6.2 Option  Period.  Notwithstanding  the  provisions  of Sections  5.4
hereof,  if a Participant owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the combined  voting power
of all classes of stock of the Company (or any Subsidiary of the Company) and an
Incentive  Stock Option is granted to such employee,  the term of such Incentive
Stock Option (to the extent  required by the Code at the time of grant) shall be
no more than five years from the Date of Grant.
6.3  Limitation  on  Exercises  of Shares  Subject to  Incentive  Stock
Options.  To the extent  required by the Code for incentive  stock options,  the
exercise of Incentive  Stock Options  granted under the Plan shall be subject to
the $100,000 calendar year limit as set forth in Section 422(d) of the Code.

         6.4  Disqualifying  Disposition.  If stock acquired upon exercise of an
Incentive  Stock Option is disposed of by a Participant  prior to the expiration
of either two years  from the Date of Grant of such  option or one year from the
transfer of shares to the  Participant  pursuant to the exercise of such option,
or in any other  disqualifying  disposition within the meaning of Section 422 of
the Code, such  Participant  shall notify the Company in writing of the date and
terms of such  disposition.  A disqualifying  disposition by a Participant shall
not affect the status of any other option granted under the Plan as an incentive
stock option within the meaning of Section 422 of the Code.

                                  ARTICLE VII
                            Exercise of Stock Options

         Full payment for shares purchased upon exercise of a Stock Option shall
be made in cash or by the  Participant's  delivery  to the  Company of shares of
Common Stock which have a Fair Market Value equal to the option price (or in any
combination  of cash and shares of Common Stock having an aggregate  Fair Market
Value equal to the option price).  No shares may be issued until full payment of
the purchase price  therefor has been made, and a Participant  will have none of
the rights of a stockholder until shares are issued to him.

                                  ARTICLE VIII
                        Termination of Employment or Service

         In the event a Participant who is an employee of the Company (including
any  employee-director)  or any  Subsidiary  shall  cease to be  employed by the
Company or a Subsidiary,  or a Participant who is a non-employee director of the
Company shall cease to serve as a director of the Company,  for any reason other
than death,  disability or retirement,  such Participant's  Stock Options may be
exercised by the Participant for a period of one hundred eighty (180) days after
the Participant's  termination of employment or service,  as the case may be, or
until  expiration of the  applicable  Option Period (if sooner) to the extent of
the shares with respect to which such Stock Options could have been exercised by
the Participant on the date of termination,  and thereafter to the extent not so
exercised,  such Stock Options shall  terminate.  In addition,  a  Participant's
Stock  Options may be  exercised  as follows in the event of such  Participant's
death, disability or retirement:

          (a) Death.  In the event of death while employed or while serving as a
     non-employee  director,  as the  case  may  be,  the  Stock  Option  may be
     exercised,  for a  period  of one  hundred  eighty  (180)  days  after  the
     Participant's  death or until  expiration  of the Stock  Option  period (if
     sooner), to the extent of the shares with respect to which the Stock Option
     could  have  been  exercised  by  the   Participant  on  the  date  of  the
     Participant's    death,   by   the   Participant's   estate   or   personal
     representative,  or by the person who  acquired  the right to exercise  the
     Stock Option by bequest or  inheritance  or by reason of the  Participant's
     death; and
(b)  Disability  Or  Retirement.   In  the  event  of  termination  of
     employment  of an  employee  (or  termination  of  service in the case of a
     non-employee  director) as the result of a total and  permanent  disability
     (as defined in Section 22(e) of the Code) or as the result of retirement in
     accordance  with the  standard  retirement  policies  of the Company or the
     Subsidiary,  as the case may be, the Stock  Option may be  exercised by the
     Participant  or his guardian for a period of one hundred  eighty (180) days
     after such  termination or until  expiration of the Stock Option period (if
     sooner), to the extent of the shares with respect to which the Stock Option
     could  have  been  exercised  by  the  Participant  on  the  date  of  such
     termination,  after  taking into  account  any  acceleration  of  unmatured
     installments of Stock Options pursuant to Section

         Notwithstanding  the foregoing,  individual  grants of Stock Options to
employees of the Company or any Subsidiary under the Plan may provide,  pursuant
to the terms of the particular stock option  agreement,  more restrictive  terms
than those  contained in this Plan concerning any exercise of such Stock Options
with respect to any termination of employment by such Participants.

                                  ARTICLE IX
                         Amendment or Discontinuance

         Subject to the  limitations set forth in this Article IX, the Board may
at any time,  without the consent of the  Participants,  alter,  amend,  revise,
suspend,  or discontinue the Plan,  provided that such action shall not, without
obtaining  the  approval of the  stockholders  of the  Company,  (i)  materially
increase the benefits  accruing to Participants  under the Plan, (ii) materially
increase the number of  securities  which may be issued under the Plan, or (iii)
materially  modify the  requirements as to eligibility for  participation in the
Plan.  Subject  to the  foregoing  limitations,  the Board may amend the Plan or
modify the agreements evidencing same in order to comply with any exemption from
the  operation  of  Section  16(b) of the 1934 Act.  The Board may not amend the
provisions  of Article IV more than once during any six month period unless such
amendment is deemed necessary in order to comply with the provisions of the Code
or the treasury  regulations  promulgated  thereunder.  The  Committee  may also
substitute new Stock Options for Stock Options  previously  granted to employees
of the Company or any of its Subsidiaries,  including  previously  granted Stock
Options having higher exercise prices.

                                   ARTICLE X
                               Effect of the Plan

         Neither  the  adoption  of the Plan nor any  action of the Board or the
Committee shall be deemed to give any director, officer or employee any right to
be granted a Stock Option to purchase or receive  Common Stock of the Company or
any other rights except as may be evidenced by a stock option agreement,  or any
amendment thereto,  duly authorized by and executed on behalf of the Company and
then only to the extent of and upon the terms and conditions expressly set forth
therein.
ARTICLE XI
                                      Term

         The Plan shall be submitted  to the  Company's  stockholders  for their
approval; however, Stock Options may be granted under the Plan prior to the time
of stockholder  approval.  Unless sooner  terminated by action of the Board, the
Plan will  terminate on the 25th day of October,  2005.  Stock Options under the
Plan may not be granted after that date,  but Stock Options  granted before that
date  will  continue  to  be  effective  in  accordance  with  their  terms  and
conditions.

                                   ARTICLE XII
                               Capital Adjustments

         If at any time while the Plan is in effect or unexercised Stock Options
are outstanding  there shall be any increase or decrease in the number of issued
and  outstanding  shares of Common  Stock  through  the  declaration  of a Stock
Dividend  or  through  any   recapitalization   resulting   in  a  stock  split,
combination, or exchange of shares of Common Stock, then and in such event:

         (i)      An appropriate  adjustment shall be made in the maximum number
                  of shares of Common Stock then subject to being  awarded under
                  grants  pursuant  to  the  Plan,  to the  end  that  the  same
                  proportion of the Company's  issued and outstanding  shares of
                  Common Stock shall continue to be subject to being so awarded;
                  and

         (ii)     Appropriate  adjustments shall be made in the number of shares
                  of Common Stock and the exercise  price per share thereof then
                  subject  to  purchase  pursuant  to  each  such  Stock  Option
                  previously  granted and unexercised,  to the end that the same
                  proportion of the Company's  issued and outstanding  shares of
                  Common Stock in each instance shall remain subject to purchase
                  at the same aggregate exercise price.

         Any fractional  shares  resulting from any adjustment  made pursuant to
this Article XII shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class,  either in connection  with direct sale or upon the exercise
of rights or warrants to subscribe  therefor,  or upon  conversion  of shares or
obligations  of the Company  convertible  into such shares or other  securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to,  the number or  exercise  price of shares of Common  Stock  then  subject to
outstanding Stock Options granted under the Plan.

                                 ARTICLE XIII
                  Recapitalization, Merger and Consolidation

         (a)      The existence of this Plan and Stock Options granted hereunder
                  shall not affect in any way the right or power of the  Company
                  or  its   stockholders   to  make  or  authorize  any  or  all
                  adjustments,   recapitalizations,   reorganizations  or  other
                  changes in the Company's capital structure or its business, or
                  any merger or  consolidation  of the Company,  or any issue of
                  bonds, debentures, preferred or prior preference stocks
ranking  prior to or otherwise  affecting  the Common Stock or
                  the rights  thereof  (or any  rights,  options or  warrants to
                  purchase  same),  or the  dissolution  or  liquidation  of the
                  Company,  or any  sale or  transfer  of all or any part of its
                  assets or business,  or any other corporate act or proceeding,
                  whether of a similar character or otherwise.

         (b)      Subject to any  required  action by the  stockholders,  if the
                  Company shall be the surviving or resulting corporation in any
                  merger or consolidation,  any outstanding Stock Option granted
                  hereunder  shall  pertain  to and apply to the  securities  or
                  rights (including cash,  property or assets) to which a holder
                  of the number of shares of Common  Stock  subject to the Stock
                  Option would have been entitled.

         (c)      In the event of any merger or consolidation pursuant to which
                  the Company is not the surviving or resulting corporation,
                  there shall be substituted for each share of Common Stock
                  subject to the unexercised portions of such outstanding Stock
                  Option that number of shares of each class of stock or other
                  securities or that amount of cash, property or assets of the
                  surviving or consolidated company which were distributed or
                  distributable to the stockholders of the Company in respect of
                  each share of Common Stock held by them, such outstanding
                  Stock Options to be thereafter exercisable for such stock,
                  securities, cash or property in accordance with their terms.
                  Notwithstanding the foregoing, however, all such Stock Options
                  may be canceled by the Board as of the effective date of any
                  such reorganization, merger or consolidation, or of any
                  proposed sale of substantially all of the assets of the
                  Company, or of any dissolution or liquidation of the Company,
                  by giving notice to each holder thereof or his personal
                  representative of its intention to do so and by permitting the
                  purchase during the thirty (30) day period next preceding such
                  effective date of any or all of the shares subject to such
                  outstanding Stock Options, including shares as to which such
                  Stock Option would not otherwise be exercisable.

         (d)      In the  event of a Change in  Control  of the  Company,  then,
                  notwithstanding  any  other  provision  in  the  Plan  to  the
                  contrary,   all  unmatured   installments   of  Stock  Options
                  outstanding  shall thereupon  automatically be accelerated and
                  exercisable in full.

         (e)      In case the Company shall, at any time while any Stock Option
                  under this Plan shall be in force and remain unexpired, (i)
                  sell all or substantially all of its property, or (ii)
                  dissolve, liquidate, or wind up its affairs, then each
                  Participant may thereafter receive upon exercise hereof (in
                  lieu of each share of Common Stock of the Company which such
                  Participant would have been entitled to receive) the same kind
                  and amount of any securities or assets as may be issuable,
                  distributable or payable upon any such sale, dissolution,
                  liquidation, or winding up with respect to each share of
                  Common Stock of the Company. In the event that the Company
                  shall, at any time prior to the expiration of any Stock Option
                  make any partial distribution of its assets in the nature of a
                  partial liquidation, whether payable in cash or in kind (but
                  excluding the distribution of a cash dividend payable out of
                  retained earnings or earned surplus and designated as such),
                  then in such event the exercise prices then in effect with
                  respect to each option shall be reduced, as of the payment
                  date of such distribution, in proportion to the percentage
                  reduction in the tangible book value of the shares of the
Company's   Common  Stock   (determined  in  accordance   with
                  generally accepted accounting  principles) resulting by reason
                  of such  distribution;  provided,  that in no event  shall any
                  adjustment of exercise  prices in accordance with the terms of
                  the Plan result in any exercise prices being reduced below the
                  par value per share of the Common Stock.

         (f)      Upon the  occurrence of each event  requiring an adjustment of
                  the  exercise  price  and/or the number of shares  purchasable
                  pursuant  to Stock  Options  granted  pursuant to the terms of
                  this  Plan,   the  Company   shall  mail   forthwith  to  each
                  Participant a copy of its computation of such adjustment which
                  shall be  conclusive  and  shall be  binding  upon  each  such
                  Participant,  except as to any  Participant  who contests such
                  computation  by written  notice to the Company  within  thirty
                  (30) days after receipt thereof by such Participant.

                                    ARTICLE XIV
                      Options in Substitution for Stock Options
                             Granted by Other Corporations

         Stock  Options  may be  granted  under  the Plan  from  time to time in
substitution  for such stock  options  held by employees  of a  corporation  who
become or are about to become  employees of the Company or a  Subsidiary  as the
result  of a merger  or  consolidation  of the  employing  corporation  with the
Company or a Subsidiary or the  acquisition  by either of the foregoing of stock
of the employing  corporation as the result of which it becomes a Subsidiary The
terms and  conditions  of the  substitute  options so granted  may vary from the
terms and  conditions  set forth in this Plan to such extent as the Committee at
the time of grant may deem  appropriate to conform,  in whole or in part, to the
provisions of the options in substitution for which they are granted.

                                    ARTICLE XV
                             Miscellaneous Provisions

         15.1 Exercise of Stock  Options.  Stock Options  granted under the Plan
may be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth  herein  and in the  applicable  stock  option  agreements;  provided,
however,  that Stock Options shall not be exercisable at any time during the six
month period which begins on the Date of Grant.  Notwithstanding anything to the
contrary contained herein, Stock Options may not be exercised, nor may shares be
issued  pursuant to a Stock Option (i) until the  expiration  of six months from
the date  that the Plan is  approved  by the  stockholders  of the  Company,  if
necessary to comply with Rule 16b-3  promulgated  under the 1934 Act or with the
applicable rules or regulations of any stock exchange or inter-dealer  quotation
system on which the  Common  Stock is listed or quoted or (ii) if any  necessary
listing of the shares on a Stock Option,  the date of grant (for the purposes of
Section 16 of the 1934 Act and the rules  promulgated  thereunder) of such Stock
Option shall be deemed to be the date of stockholder approval of the Plan.

         15.2 Non-Assignability. A Stock Option granted to a Participant may not
be transferred or assigned, other than (i) by will or the laws of descent and
distribution or (ii) pursuant to the terms
of a qualified  domestic  relations  order (as defined in Section 401 (a)(13) of
the Code or Section 206(d)(3) of the Employee  Retirement Income Security Act of
1974, as amended), provided, that in the case of an Incentive Stock Option, such
transfer  or  assignment  may occur  only to the  extent  it will not  result in
disqualifying  such option as an incentive stock option under section 422 of the
Code,  or  any  successor  provision.   Subject  to  the  foregoing,   during  a
Participant's lifetime,  Stock Options granted to a Participant may be exercised
only by the Participant or,  provided the particular  stock option  agreement so
provides, by the Participant's guardian or legal representative.

         15.3 Investment Intent. The Company may require that there be presented
to and filed with it by any  Participant(s)  under the Plan, such evidence as it
may deem necessary to establish that the Stock Options  granted or the shares of
Common Stock to be purchased or  transferred  are being  acquired for investment
and not with a view to their distribution.

         15.4 Allotment of Shares.  The Committee  shall determine the number of
shares of Common Stock to be offered from time to time by grant of Stock Options
to  employee-Participants  under  the  Plan.  The  grant of a Stock  Option to a
Participant  shall not, by itself,  be deemed either to entitle the  Participant
to, or to disqualify the Participant  from,  participation in any other grant of
Stock Options under the Plan.

         15.5 No Right to  Continue  Employment.  Nothing  in the Plan or in any
Stock  Option  confers  upon any employee the right to continue in the employ of
the Company or interferes  with or restricts in any way the right of the Company
to discharge  any employee at any time  (subject to any contract  rights of such
employee).

         15.6 Stockholders' Rights. The holder of a Stock Option shall have none
of the rights or privileges of a stockholder except with respect to shares which
have been actually issued.

         15.7 Tax  Requirements.  Any  employee who  exercises  any Stock Option
shall be  required  to pay the Company the amount of all taxes which the Company
is required to withhold as a result of the  exercise of the Stock  Option.  With
respect to an Incentive Stock Option, in the event of a subsequent disqualifying
disposition of Common Stock within the meaning of Section 422 of the Code,  such
payment of taxes may be made in cash, by check or through the delivery of shares
of Common Stock which the  employees  then owns,  which shares have an aggregate
Fair Market Value equal to the required  withholding payment, or any combination
thereof.  With  respect to the  exercise  of a  Nonqualified  Stock  Option by a
Participant  who is an officer,  director or 10%  stockholder of the Company (as
determined  by  reference  to  Section  16(b)  of the  1934  Act and  the  rules
promulgated thereunder), the participant's obligation to pay such taxes shall
only be  satisfied  by the  Company's  withholding  of that number of whole
shares of Common Stock otherwise  issuable upon such exercise which have an
aggregate Fair Market  Value which  equals or exceeds (if  necessary  to avoid
the  issuance of fractional  shares) the required tax  withholding  payment.
With respect to the exercise of a Nonqualified  Stock Option by any Participant
who is not such an officer, director or 10% stockholder of the  Company, such
Participant's obligation to pay such taxes may be satisfied by the following, or
any combination thereof: (i) the delivery of cash to the Company  in an  amount
necessary  to satisfy the  required tax  withholding  obligation  of the Company
and/or (ii) the actual delivery by the exercising  Participant to the Company of
shares  of  Common  Stock  which  the  Participant  owns  and/or  the  Company's
withholding of a number of shares to be delivered upon the
exercise of the Stock  Option),  which shares so  delivered or withheld  have an
aggregate  Fair Market Value which equals or exceeds (if  necessary to avoid the
issuance of fractional  shares) the required tax withholding  payment.  Any such
withholding payments with respect to the exercise of a Nonqualified Stock Option
made by a  Participant  in cash or by actual  delivery of shares of Common Stock
shall be required to be made within  thirty (30) days after the  delivery to the
Participant of any certificate  representing the shares of Common Stock acquired
upon exercise of the Stock Option.

         15.8 Indemnification of Board and Committee.  No member of the Board or
the  Committee,  nor any officer or employee of the Company  acting on behalf of
the  Board  or the  Committee,  shall  be  personally  liable  for  any  action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully  indemnified  and  protected by the Company in respect of any such
action, determination or interpretation.

                                 ARTICLE XVI
                               Effective Date

         The effective date of the Plan shall be October 25, 1995,  that is, the
date on which it was approved and adopted by the Board.
EXHIBIT 5.1

                                                     August 10, 2000

Semiconductor Laser International Corporation
15 Link Drive
Binghamton, New York 13904

Ladies and Gentlemen:

         On the date hereof,  Semiconductor Laser International  Corporation,  a
Delaware  corporation (the  "Company"),  intends to transmit for filing with the
Securities and Exchange Commission a Registration Statement under the Securities
Act of 1933, as amended, on Form S- 8 (the "Registration Statement") relating to
1,000,000  shares (the "Shares") of common stock,  par value $0.01 per share, of
the Company which are being offered  pursuant to the Company's 1995 Stock Option
Plan (the "Plan"). This opinion is an exhibit to the Registration Statement.

         We have at times acted as special  counsel to the Company  with respect
to certain  corporate  and  securities  matters,  and in such  capacity  we have
participated in various corporate and other proceedings taken by or on behalf of
the Company in connection  with the proposed offer and sale of the Shares by the
Company as  contemplated  by the  Registration  Statement.  However,  we are not
general  counsel to the Company  and would not  ordinarily  be familiar  with or
aware  of  matters  relating  to the  Company  unless  they are  brought  to our
attention by representatives of the Company.

         In connection with this opinion, we have examined and are familiar with
originals or copies,  certified or otherwise identified to our satisfaction,  of
(i) the Company's  Certificate of Incorporation as presently in effect, (ii) its
Restated  By-Laws as presently in effect,  (iii)  minutes and other  instruments
evidencing  actions  taken by its  directors,  (iv)  the  Plan  and  such  other
documents and instruments  relating to the Company and the proposed  offering as
we have deemed necessary under the circumstances. In our examination of all such
agreements,  documents,  certificates  and  instruments,  we  have  assumed  the
genuineness of all signatures and the authenticity of all agreements, documents,
certificates  and  instruments  submitted to us as originals and the  conformity
with the originals of all agreements,  documents,  certificates  and instruments
submitted to us as certified,  conformed or photostatic copies.  Insofar as this
opinion  relates to securities to be issued in the future,  we have assumed that
all  applicable  laws,  rules  and  regulations  in  effect  at the time of such
issuance are the same as such laws,  rules and  regulations  in effect as of the
date hereof.

         Except as  provided in the next  sentence,  we express no opinion as to
the laws of any  jurisdiction  other  than the laws of the State of New York and
the federal  laws of the United  States of America.  To the extent that  matters
concerning  the Delaware  General  Corporation  Law are involved in the opinions
expressed below,  our opinions are based solely upon our reasonable  familiarity
with the Delaware General Corporation Law based on our reading of standard
published compilations of such laws. We express no opinion as to the application
of the  securities  or "Blue  Sky"  laws of any  state,  including  the State of
Delaware and the State of New York, to the offer and/or sale of the Shares.

         Based on the foregoing,  and subject to and in reliance on the accuracy
and  completeness of the information  relevant thereto provided to us, it is our
opinion that the Shares which will be issued pursuant to the Plan have been duly
authorized and, subject to the  effectiveness of the Registration  Statement and
compliance with applicable  securities or other laws of the states of the United
States in which the Shares will be offered and/or sold, when issued and paid for
in accordance  with the terms set forth in the Plan and applicable  stock option
agreements, will be legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the  securities  or other laws of any state of the United States which relate to
the offer and sale of the Shares which are the subject of this opinion.

         This opinion is as of the date hereof and we undertake no obligation to
advise  you of any  change in any  applicable  law or in facts or  circumstances
which might  affect any matters or opinions  set forth  herein.  This opinion is
furnished to you in connection  with the filing of the  Registration  Statement,
and is not to be used, circulated, quoted or otherwise relied upon for any other
purposes, except as expressly provided in the preceding paragraph.

                                                     Very truly yours,

                                            SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

SBSF:RAG:GA:RMF:CJS
EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

        We hereby consent to the incorporation by reference in this Registration
Statement of Semiconductor  Laser  International  Corporation on Form S-8 of our
report dated  February  18,  2000,  except as to Note 9 which is dated March 27,
2000,  appearing in and  incorporated  by reference in the Annual Report on Form
10-KSB of  Semiconductor  Laser  International  Corporation  for the year  ended
December 31, 1999.

PRICEWATERHOUSECOOPERS LLP

Syracuse, New York
August 9, 2000