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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As filed with the
Securities and Exchange Commission on May 15, 2003<BR>Registration No. 333-  </FONT></H1>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>SECURITIES AND
EXCHANGE COMMISSION</B> </FONT> <BR><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>WASHINGTON, D.C. 20549</B> </FONT></p>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3">FORM S-8<BR> </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 </FONT> </H1>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>i-STAT Corporation </B><BR> </FONT> <FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Exact name of
registrant as specified in its charter) </FONT> </P>

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     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
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     <TD WIDTH="61%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delaware</U></B> </FONT></TD>
     <TD WIDTH=2% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="35%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B>22-2542664</B></U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT> </TD>
     <TD WIDTH=2% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(State or other jurisdiction of <BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;incorporation or organization)</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(I.R.S. Employer&nbsp;&nbsp;&nbsp;Identification No.)</FONT></TD></TR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>104 Windsor Center
Drive, East Windsor, NJ 08520 </B><BR></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Address of principal
executive offices) (Zip code)</FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="3"><B>i-STAT Corporation<BR>Equity Incentive Plan </B><BR></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Full title of the plan) </FONT> </P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Lorin J. Randall<BR> Vice President of
Finance, Treasurer<BR>and Chief Financial
Officer<BR>i-STAT Corporation <BR>104 Windsor Center Drive <BR>East Windsor, NJ 08520 <BR>(Name and address of
agent for service)</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>609-443-9300 <BR></B>(Registrant&#146;s
telephone number, including area code) </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF REGISTRATION FEE </FONT></H1>


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     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN="3"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximum</FONT></TH>
     <TH COLSPAN="3"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of Securities</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Offering Price</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximum Aggregate </FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>to be Registered&nbsp;<HR WIDTH="50%"></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registered(1)&nbsp;<HR WIDTH="75%"></FONT></TH>
     <TH COLSPAN="3"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>per Share(2)&nbsp;<HR WIDTH="80%"></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Offering Price(2)&nbsp;<HR WIDTH="80%"></FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Registration Fee (2)&nbsp;<HR WIDTH="85%"></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="25%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock, par $0.15</FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=3% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH="14%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2,000,000</FONT></TD>
     <TD WIDTH=4% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=7% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$</FONT></TD><TD WIDTH="1%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 7.74</FONT></TD>
     <TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=14% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$15,480,000</FONT></TD>
     <TD WIDTH="3%" ALIGN="LEFT" VALIGN="MIDDLE"><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=14% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$1,252.33</FONT></TD>
     <TD WIDTH=4% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=12% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the&#147;Securities Act&#148;), this amount shall be deemed to cover securities
          resulting from the split of, or the stock dividend on, or any other
          anti-dilution mechanisms on, the registered securities.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          Estimated solely for the purpose of calculating the registration fee in
          accordance with Rule 457(c), based on the average of the high and low prices of
          the Common Stock of the Registrant on the NASDAQ National Market System on May 14, 2003.</FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPLANATORY NOTE </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On February 5, 2002, the Board of
Directors of i-STAT Corporation (the &#147;Registrant&#148; or the &#147;Company&#148;)
approved an amendment to the Company&#146;s Equity Incentive Plan (the &#147;Plan&#148;)
to increase the maximum number of shares of the Company&#146;s common stock, par value
$0.15 (the &#147;Common Stock&#148;), that may be issued under the Plan by 2,000,000
shares. A majority of the stockholders of the Company approved this amendment at the
Company&#146;s 2002 Annual Meeting of Stockholders that was held on May 30, 2002. This
Registration Statement has been filed to register the additional 2,000,000 shares of
Common Stock issuable pursuant to options to be granted under the Plan, as amended.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The additional shares to be
registered by this Registration Statement are of the same class as those securities
covered by the Company&#146;s previously filed Registration Statement on Form S-8 filed on
October 6, 1998 (Registration No.: 333-65357) (the &#147;Prior Registration
Statement&#148;). Pursuant to General Instruction E to Form S-8, except as otherwise
modified herein, the contents of the Prior Registration Statement, including periodic
reports that the Company filed after the Prior Registration Statement to maintain current
information about the Company, are incorporated herein by reference.<U></U> </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8. EXHIBITS. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The exhibits filed as part of this
Registration Statement are as follows: </FONT></P>



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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;EXHIBIT </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;NO. </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
   DESCRIPTION </FONT></TD>
</TR>
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<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> 4.1  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restated
Certificate of Incorporation of I-STAT Corporation (Form S-8/S-3 Registration Statement,
File No. 33-48889)*  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>      4.2  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Bylaws,
as amended (Form 10-K for the fiscal year ended December 31, 1996)*  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.3  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Certificate
of Designation, Preferences and Rights of Series A Preferred Stock (Form 8-K, dated July
10, 1995 and amended on September 11, 1995)*  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.4  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Certificate
of Designation, Preferences and Rights of Series C Preferred Stock (Form 10-Q for the
quarterly period ended September 30, 2001)* &nbsp;&nbsp;&nbsp;</FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.5</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Certificate
 of Amendment to the Restated  Certificate of Incorporation (Form 10-Q for the
quarterly  period ended September 30, 2001)*</FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.6  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Certificate
of Designation, Preferences and Rights of Series D Convertible Preferred Stock (Form 10-K
for the fiscal year ended December 31, 2001)*  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.7  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i-STAT
Corporation Equity Incentive Plan&nbsp;&nbsp;&nbsp;</FONT></TD>
</TR>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.8</FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Specimen
of Common Stock Certificate (Form S-1, Registration Statement, File No. 33-44800)*  </FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.9  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Stockholder
Protection Agreement, dated as of June 26, 1995, between the Registrant and First
Fidelity Bank, National Association (Form 8-K, dated July 10, 1995 and amended September
11, 1995)*  </FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion
of Paul, Hastings, Janofsky &amp; Walker LLP </FONT></TD>
</TR>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of PricewaterhouseCoopers LLP &nbsp;&nbsp;&nbsp;</FONT></TD>
</TR>
</TABLE>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Consent of Paul, Hastings, Janofsky &amp; Walker LLP (contained in Exhibit 5.1)&nbsp;&nbsp;&nbsp; </FONT></TD>
</TR>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>    24.1  </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;Power
of Attorney (contained on the Signature Page of this Registration Statement)  </FONT></TD>
</TR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>* These items are hereby incorporated
by reference from the exhibits of the filing or report indicated (except where noted,
Commission File No. 0-19841) and are hereby made a part of this Registration Statement. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 9. UNDERTAKINGS. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned Registrant hereby undertakes: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any material
          information with respect to the plan of distribution not previously disclosed in
          the registration statement or any material change to such information in the
          registration statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          That, for the purpose of determining any liability under the Securities Act,
          each such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide offering
          thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned Registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the Registrant&#146;s
          annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the Registrant
          pursuant to the foregoing provisions or otherwise, the Registrant has been
          advised that in the opinion of the Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against such
          liabilities (other 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 Securities Act and will be governed by the final
          adjudication of such issue. </FONT></P>


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<HR SIZE=2 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of East Windsor, State of New Jersey, on May 15, 2003. </FONT></P>


<!-- MARKER FORMAT-SHEET="Para Right" FSL="Default" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i-STAT CORPORATION&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
                                                                          &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Right" FSL="Default" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT></P>
<!-- MARKER FORMAT-SHEET="Para Right" FSL="Default" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">BY: <U>/s/William P.
Moffitt</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR> William P. Moffitt&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR> President and Chief Executive Officer</FONT></P>


<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Powers of Attorney </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints William P. Moffitt and
Lorin J. Randall, or either of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Exchange Act of 1934, 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. </FONT></P>

<TABLE WIDTH="100%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
     <TH WIDTH="38%" ALIGN="CENTER"><FONT SIZE=1><B>Signature</B></FONT><HR NOSHADE></TH>
     <TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
     <TH WIDTH="39%" ALIGN="CENTER"><FONT SIZE=1><B>Title</B></FONT><HR NOSHADE></TH>
     <TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
     <TH WIDTH="18%" ALIGN="CENTER"><FONT SIZE=1><B>Date</B></FONT><HR NOSHADE></TH></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><BR><FONT SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%"ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>WILLIAM P. MOFFITT</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> William P. Moffitt</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2>President, Chief Executive Officer and Director (Principal Executive Officer)</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2>May 15, 2003</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>LORIN J. RANDALL</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Lorin J. Randall</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Vice President of Finance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>J. ROBERT BUCHANAN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> J. Robert Buchanan</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Chairman of the Board</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>SAM H. ELETR</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Sam H. Eletr</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Director</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>DANIEL R. FRANK</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Daniel R. Frank</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Director</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>LIONEL N. STERLING</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Lionel N. Sterling</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Director</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="38%" ALIGN="CENTER"><FONT SIZE=2><BR>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>ANNE M. VANLENT</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Anne M. VanLent</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="39%" ALIGN="CENTER"><FONT SIZE=2><BR>Director</FONT></TD>
     <TD WIDTH="3%" ALIGN="CENTER"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT SIZE=2><BR>May 15, 2003</FONT></TD></TR>
</TABLE>



<!-- MARKER PAGE="sheet: 3; page: 3" -->
<HR SIZE=2 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="Head Right" FSL="Default" -->
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 4.7 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i-STAT CORPORATION <br>EQUITY INCENTIVE PLAN</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;Purpose. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
purpose of this plan (the &#147;Plan&#148;) is to secure for i-STAT Corporation (the
&#147;Company&#148;) and its stockholders the benefits arising from capital stock
ownership by employees and members of the Board of Directors of, and consultants and
advisors to, the Company and any Parent Corporation, or Subsidiary (each as defined in
Section 15 hereof), who are expected to contribute to the Company&#146;s future growth and
success. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;Types of Awards and Administration. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;Types of Awards. Awards pursuant to this Plan shall be authorized by action of
          the Board of Directors of the Company (or a Committee designated by the Board of
          Directors) and may be (i) incentive stock options (&#147;Incentive Stock
          Options&#148;) to purchase shares of the Company&#146;s Common Stock, par value
          $.15 per share (&#147;Common Stock&#148;), meeting the requirements of Section
          422 of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;),
          (ii) non-statutory options to purchase shares of Common Stock, which are not
          intended to meet the requirements of Code Section 422 (&#147;Non-Statutory Stock
          Options&#148; and, together with Incentive Stock Options, &#147;Options&#148;),
          or (iii) shares of Common Stock (&#147;Restricted Shares&#148; and, together
          with &#147;Options&#148;, &#147;Awards&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Administration. This Plan will be administered by the Board of Directors of the
          Company, whose construction and interpretation of the terms and provisions
          hereof shall be final and conclusive. The Board of Directors may in its sole
          discretion make Awards and authorize the Company to issue shares of Common Stock
          pursuant to such Awards, as provided in, and subject to the terms and conditions
          of, this Plan. The Board shall have authority, subject to the express provisions
          of this Plan, to construe this Plan and the respective written agreements
          setting forth the terms and conditions of an Award (each, an &#147;Award
          Agreement&#148;), to prescribe, amend and rescind rules and regulations relating
          to this Plan, to determine the terms and provisions of Award Agreements, which
          need not be identical, to advance the lapse of any waiting, forfeiture or
          installment periods and exercise dates, and to make all other determinations in
          the judgment of the Board of Directors necessary or desirable for the
          administration of this Plan. The Board of Directors may correct any defect or
          supply any omission or reconcile any inconsistency in this Plan or in any Award
          Agreement in the manner and to the extent it shall deem expedient to carry this
          Plan into effect and it shall be the sole and final judge of such expediency. No
          director shall be liable for any action or determination taken or made in good
          faith under or with respect to this Plan or any Award. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Delegation of Authority. The Board of Directors may, to the full extent
          permitted by law, delegate any or all of its powers under this Plan to a
          committee (the &#147;Committee&#148;) of two or more directors each of whom is a
          Non-Employee Director (as hereinafter defined), and if the Committee is so
          appointed all references to the Board of Directors in this Plan shall mean and
          relate to such Committee to the extent of the powers so delegated. For the
          purposes of this Plan, a director or member of such Committee shall be deemed to
          be a &#147;Non-Employee Director&#148; only if such person qualifies as a
          &#147;Non-Employee Director&#148; within the meaning of paragraph (b)(3) of Rule
          16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
          &#147;Exchange Act&#148;) or any successor rule. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Limitation on Options Granted in Any Twelve Months. No individual may be
          granted, in any twelve-month period, Options under this Plan which are
          exercisable with respect to more than 200,000 shares of Common Stock. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;Eligibility. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awards
shall be made only to persons who are, at the time of grant, officers, employees or
directors of, or consultants or advisors to, (provided, in the case of Incentive Stock
Options, such directors or officers are then also employees of) the Company or any Parent
Corporation or Subsidiary. A person who has been granted an Award may, if such person is
otherwise eligible, be granted an additional Award or Awards if the Board of Directors
shall so determine. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;Stock Subject to Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to adjustment as provided in Sections 11 and 12 hereof, the maximum number of shares of
Common Stock of the Company which may be issued and sold pursuant to Awards made under
this Plan is 4,300,000 shares. Such shares may be authorized and unissued shares or may be
shares issued and thereafter acquired by the Company. If either (i) Restricted Shares are
forfeited following their award under this Plan, or (ii) Options granted under this Plan
are canceled, or expire or terminate for any reason without having been exercised in full,
the forfeited Restricted Shares, or the unpurchased shares of Common Stock subject to any
such Option, as the case may be, shall again be available for subsequent Awards under this
Plan. Restricted Shares, Options and shares of Common Stock issuable upon exercise of
Options granted under this Plan may be subject to transfer restrictions, repurchase rights
or other restrictions as shall be determined by the Board of Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;Award Agreements. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
a condition to the grant of an Award under this Plan, each recipient of an Award shall
sign an Award Agreement not inconsistent with this Plan in such form, and providing for
such terms and conditions, as the Board of Directors shall determine at the time such
Award is authorized to be granted. Such Award Agreements need not be identical but shall
comply with, and be subject to, the terms and conditions set forth herein. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;Options Generally. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Purchase Price. The purchase price per share of Common Stock deliverable upon
          the exercise of an Option (hereinafter sometimes referred to as the
          &#147;exercise price&#148;) shall be not less than the fair market value of the
          Common Stock as determined by the Board of Directors on the date such Option is
          authorized to be granted. The &#147;fair market value&#148; of the Common Stock
          on any date (the &#147;Value Date&#148;) shall mean (i)&nbsp;the closing price
          of the Common Stock, as reported on the National Association of Securities
          Dealers Automated Quotation System (&#147;NASDAQ&#148;) or, if the Common Stock
          is listed on a stock exchange, the principal stock exchange on which the Common
          Stock is listed, on the last trading day prior to the Value Date for which a
          closing price is available, or (ii)&nbsp;if the Board of Directors determines,
          in the exercise of its business judgment, that such closing price does not
          properly reflect the fair market value of the Common Stock on the Value Date,
          then such other price as may then be determined in good faith by the Board of
          Directors. If the Common Stock is not reported on NASDAQ or listed on any stock
          exchange, then the &#147;fair market value&#148; shall be determined in good
          faith by the Board of Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Payment of Exercise Price. Payment of the exercise price of an Option shall be
          in cash or, in the sole discretion of the Board of Directors, in capital stock
          of the Company, by the surrender of other rights to purchase capital stock of
          the Company (including Options)or by any other lawful means. The Company may, in
          its sole discretion, make loans to an Option holder in an amount equal to all or
          part of the exercise price of Options held by such Option holder; provided, that
          the grant of a loan on any occasion to one or more Option holder(s) shall not
          obligate the Company to grant loans on any other occasion or to such or any
          other Option holder. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Option Term. Each Option and all rights thereunder shall expire on such date as
          the Board of Directors shall determine on the date such Option is authorized to
          be granted, but in no event may any Option remain in effect after the expiration
          of ten years from the day on which such Option is granted (or five years in the
          case of Options described in paragraph (b) of Section 7), and such Option shall
          be subject to earlier termination as provided in this Plan. Notwithstanding the
          foregoing, except with respect to Incentive Stock Options, if at any time during
          the last six (6) months of the term of any Option, the holder thereof is
          precluded from selling shares of Common Stock underlying such Option solely by
          reason of the application to such holder of the Company&#146;s &#147;Policy
          Regarding Confidential Information and Insider Trading For All Employees and
          Directors&#148; (or similar successor policy), the term of such Option shall be
          deemed automatically extended by a period equal to six (6) months beginning with
          the first day during which such Option holder shall no longer be so precluded. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Exercise of Options. Each Option shall be exercisable either in full or in
          installments at such time or times and during such period as shall be set forth
          in the Award Agreement evidencing such Option; provided, however, that, subject
          to the exception set forth in paragraph (c) above, (i) no Option shall have a
          term in excess of ten years from the date of grant (or five years in the case of
          Options described in paragraph (b) of Section 7), and (ii) the periods of time
          following an Option holder&#146;s cessation of employment with the Company, any
          Parent Corporation or Subsidiary, or service as an Outside Director (as defined
          in Section 9 hereof), or as consultant or advisor to the Company, any Parent
          Corporation or Subsidiary, or following an Option holder&#146;s death or
          disability, during which an Option may be exercised, as provided in paragraph
          (f) below, shall not be included for purposes of determining the number of
          shares of Common Stock with respect to which such Option may be exercised. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Rights as a Stockholder. The holder of an Option shall have no rights as a
          stockholder with respect to any shares covered by the Option until the date of
          issue of a stock certificate to such person for such shares. Except as otherwise
          expressly provided in the Plan, no adjustment shall be made for dividends or
          other rights for which the record date is prior to the date such stock
          certificate is issued. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Effect of Cessation of Service. Notwithstanding anything contained in this Plan
          to the contrary, no Option may be exercised unless, at the time of such
          exercise, the recipient is, and has been continuously since the date of grant of
          such person&#146;s Option, employed by, or serving as an Outside Director,
          consultant or advisor to one or more of the Company, a Parent Corporation or a
          Subsidiary, except that if and to the extent the applicable Award Agreement so
          provides: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          the Option may be exercised within the period of three months after the date the
          holder thereof ceases to be employed by or to serve as an Outside Director of or
          consultant or advisor to any of the foregoing entities (or within such lesser
          period as may be specified in the Award Agreement) for any reason other than
          death or disability; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;
          if the holder thereof dies while in the employ of, or serving as an Outside
          Director of or consultant or advisor to, the Company, a Parent Corporation or a
          Subsidiary or within three months after such holder ceases to be such an
          employee, Outside Director, consultant or advisor, the Option may be exercised
          by the person to whom it is transferred by will or the laws of descent and
          distribution within the period of one year after the date of death (or within
          such lesser period as may be specified in the Award Agreement); and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)&nbsp;&nbsp;&nbsp;&nbsp;
          if the holder thereof becomes disabled (within the meaning of Section 22(e)(3)
          of the Code) while in the employ of or serving as an Outside Director of or
          consultant or advisor to the Company, a Parent Corporation or a Subsidiary, the
          Option may be exercised within the period of one year after the date such holder
          ceases to be an employee or Outside Director of, or consultant or advisor to,
          any of the foregoing entities because of such disability (or within such lesser
          period as may be specified in the Award Agreement); </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provided,
however, that in no event may any Option be exercised after the expiration date of the
Option, except to the extent provided in paragraph (c) above. In the case of a holder of a
Non-Statutory Stock Option whose relationship with the Company or any Parent Corporation
or Subsidiary changes during the term of such Option in a manner that does not constitute
a complete separation therefrom (for example, from employee to consultant or director, or
vice versa), the Board shall have authority to determine whether or not such change
constitutes a cessation of employment or service for purposes of this paragraph. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;
          Transfer Restrictions. Except as otherwise approved by the Board of Directors,
          during the life of the holder thereof an Option shall be exercisable only by or
          on behalf of such person and no Option granted under the Plan shall be
          assignable or transferable by the person to whom it is granted, either
          voluntarily or by operation of law, except by will or the laws of descent and
          distribution. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)&nbsp;&nbsp;&nbsp;&nbsp;
          Other Awards. Awards of Options may be made alone, in addition to or in tandem
          with Awards of Restricted Shares under the Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;Incentive Stock Options. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options
granted under the Plan which are intended to be Incentive Stock Options shall be
specifically designated as Incentive Stock Options and shall be subject to the following
additional terms and conditions: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Dollar Limitation. The aggregate fair market value (determined as of the
          respective date or dates of the grant) of the Common Stock with respect to which
          Incentive Stock Options granted to any employee under the Plan (and under any
          other incentive stock option plans of the Company, and any Parent Corporation
          and Subsidiary) are exercisable for the first time shall not exceed $100,000 in
          any one calendar year. In the event that Section 422 of the Code is amended to
          alter the limitation set forth therein so that following such amendment such
          limitation shall differ from the limitation set forth in this paragraph (a), the
          limitation of this paragraph (a) shall be automatically adjusted accordingly. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          10% Stockholder. If any employee to whom an Incentive Stock Option is to be
          granted under the Plan is at the time of the grant of such Option the owner of
          stock possessing more than 10% of the total combined voting power of all classes
          of stock of the Company or of any Parent Corporation or any Subsidiary, then the
          following special provisions shall be applicable to the Incentive Stock Option
          granted to such individual: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          the purchase price per share of Common Stock subject to such Incentive Stock
          Option shall not be less than 110% of the fair market value thereof at the time
          of grant; and </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;
          the exercise period of such Incentive Stock Option shall not exceed five years
          from the date of grant. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Except as modified by the preceding
provisions of this Section 7, all the provisions of the Plan applicable to Options
generally shall be applicable to Incentive Stock Options granted hereunder. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;Restricted Shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Awards of Shares. Awards of Restricted Shares may be made under this Plan on
          such terms and conditions as the Board of Directors may from time to time
          approve. Awards of Restricted Shares may be made alone, in addition to or in
          tandem with Awards of Options under this Plan. Subject to the terms of this
          Plan, the Board of Directors shall determine the number of Restricted Shares to
          be awarded to each recipient and the Board of Directors may impose different
          terms and conditions on a Restricted Share Award than on any other Award made to
          the same recipient or other Award recipients. Each recipient of Restricted
          Shares shall, except in the circumstances described in paragraph (b) below, be
          issued one or more stock certificates evidencing such Restricted Shares. Each
          such certificate shall be registered in&nbsp;the name of such recipient, and
          shall bear an appropriate legend referring to the terms and conditions
          applicable to the Restricted Shares evidenced thereby. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Forfeiture of Restricted Shares. In making an Award of Restricted Shares, the
          Board of Directors may impose a requirement that the recipient must remain in
          the employment or service (including service as an Outside Director, advisor or
          consultant) of the Company or any Parent Corporation or Subsidiary for a
          specified minimum period of time, or else forfeit all or a portion of such
          Restricted Shares. In the case of a holder of Restricted Shares whose
          relationship with the Company or any Parent Corporation or Subsidiary changes
          during the term of any applicable forfeiture period in a manner that does not
          constitute a complete separation therefrom (for example, from employee to
          consultant or director, or vise versa), the Board shall have authority to
          determine whether or not such change constitutes a cessation of employment or
          service for purposes of such requirement. In such case, the certificate(s)
          evidencing the Restricted Shares shall be held in custody by the Company until
          such Shares are no longer subject to forfeiture. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Rights as a Stockholder; Stock Dividends. Subject to any restrictions set forth
          in the applicable Award Agreement, a recipient of Restricted Shares shall have
          voting, dividend and all other rights of a stockholder of the Company as of the
          date such Shares are issued and registered in recipient&#146;s name (whether or
          not certificates evidencing such Shares are delivered to such recipient). Except
          as may otherwise be set forth in the applicable Award Agreement, stock dividends
          issued with respect to Restricted Shares shall be treated as additional
          Restricted Shares under the applicable Award Agreement and shall be subject to
          the same terms and conditions that apply to the Restricted Shares with respect
          to which such dividends are issued.</FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9. &nbsp;&nbsp;&nbsp;&nbsp;Annual Automatic Awards to Outside Directors.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Annual Automatic Awards of Options and Restricted Shares to Outside Directors.
          Each member of the Board of Directors of the Company who is not an employee of
          the Company or of any Parent Corporation or Subsidiary and who was not
          designated to the Board of Directors pursuant to a contractual right to be so
          designated (each, an &#147;Outside Director&#148;) shall be granted, upon such
          person&#146;s election and re-election as an Outside Director, (i) Non-Statutory
          Stock Options to purchase that number of shares of Common Stock which results in
          such Options having a value, as of their grant date, of approximately $33,333.33
          (the &#147;Award Value&#148;), and (ii) that number of Restricted Shares which,
          when multiplied by the fair market value of a share of Common Stock on the date
          of grant, of such Shares, have a fair market value on such date of approximately
          $33,333.33. For purposes of clause (i) above, the value of Non-Statutory Stock
          Options shall be determined in accordance with paragraph (c) of this Section 9
          and, for purposes of clause (ii) above, fair market value shall be determined in
          accordance with paragraph (a) of Section 6 hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an Outside Director is elected other than at an annual meeting of the Company&#146;s
stockholder (an &#147;Annual Meeting&#148;), the Award Value shall be reduced to the
result of the multiplication of the Award Value by a fraction, (i) the numerator of which
shall be the difference between 365 and the number of days elapsed since the Annual
Meeting immediately preceding such Outside Director&#146;s election and (ii) the
denominator of which shall be 365. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
as a result of the computations set forth in the first paragraph of this Section 9(a), the
number of shares of Common Stock underlying Options or constituting Restricted Shares to
be awarded to an Outside Director is less than a whole number, such number shall be
rounded down to the nearest whole number, and the fair market value (determined in the
same manner as for purposes of computing the applicable Award Value) of any fractional
shares shall be paid to the Outside Director in cash. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Terms and Conditions of Awards to Outside Directors. Awards granted to Outside
          Directors pursuant to this Section 9 shall (i) in the case of Options, not be
          exercisable prior to (and will be fully exercisable from and after), and (ii) in
          the case of Restricted Shares, be subject to complete forfeiture prior to, the
          later of the 30th day following the grant date or the day immediately preceding
          the end of the Company&#146;s fiscal quarter in which they are granted. In each
          such case, the Outside Director must have been in continuous service as such
          since the date of grant of such Options or Restricted Shares in order for such
          Options to become exercisable and/or for such Restricted Shares to no longer be
          subject to forfeiture. Options granted to Outside Directors are exercisable at
          an exercise price per share of Common Stock underlying such Options equal to the
          fair market value thereof on the date of grant, as determined in accordance with
          paragraph (a) of Section 6 hereof, and shall expire ten years after the date of
          grant except to the extent extended as provided in paragraph (c) of Section 6
          hereof. Shares purchased upon the exercise of any Option granted under this
          Section 9 may not be sold prior to the expiration of six (6) months after the
          date of grant of such Option. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Valuation Method for Awards of Non-Statutory Stock Options to Outside Directors.
          The Black-Scholes valuation method shall be used to determine the value of
          Options granted to Outside Directors pursuant to this Section 9, for which
          purpose the following are assumed: (i) a volatility measure based on the twelve
          months ending immediately prior to the date of grant; (ii) the applicable
          Federal interest rate for the month of grant (as published by the U.S.
          Department of the Treasury); (iii) the maximum term of the Options (but without
          giving effect to any extension that may result from the application of the
          provisions of paragraph (c) of Section 6 hereof); (iv) the exercise prices of
          such Options; and (v) the fair market value of the Common Stock on the day
          before the grant date (as determined in accordance with paragraph (a) of Section
          6 hereof). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Plan Applicable. Except as modified by the preceding provisions of this Section
          9, Awards granted to Outside Directors shall remain subject to all provisions of
          this Plan applicable to Awards generally. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Other Outside Director Compensation. Nothing in this Section 9 shall preclude
          the payment by the Company or any Parent Corporation or Subsidiary to Outside
          Directors of any other form of compensation, including the granting of Options
          or Restricted Shares pursuant to other provisions of this Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;General Award Restrictions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Investment Representations. The Company may require any person to whom an Award
          is made, as a condition of such Award, to give written assurances in substance
          and form satisfactory to the Company to the effect that such person is acquiring
          the Common Stock subject to the Award for such person&#146;s own account for
          investment and not with any present intention of selling or otherwise
          distributing the same, and to such other effects as the Company deems necessary
          or appropriate in order to comply with applicable Federal and State securities
          laws. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Special Conditions to Issuance of Shares. Each Award shall be subject to the
          requirement that, if at any time counsel to the Company shall determine that the
          listing, registration or qualification of the shares of Common Stock subject to
          such Award upon any securities exchange or under any State or Federal law, or
          the consent or approval of any governmental or regulatory body, is necessary as
          a condition of, or in connection with, the issuance or purchase of such shares
          thereunder, such shares may not be issued unless such listing, registration,
          qualification, consent or approval shall have been effected or obtained on
          conditions acceptable to the Board of Directors. Nothing herein shall be deemed
          to require the Company to apply for or to obtain such listing, registration or
          qualification. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;Recapitalization. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the outstanding shares of Common Stock of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split, stock dividend, combination
or subdivision, appropriate adjustment shall be made in the number and kind of shares
available under this Plan and under any Options granted under this Plan. Such adjustment
to outstanding Options shall be made without change in the total exercise price applicable
to the unexercised portion of such Options, but a corresponding adjustment in the
applicable Option exercise price per share shall be made. No such adjustment shall be made
which would, within the meaning of any applicable provisions of the Code, constitute a
modification, extension or renewal of any Option or a grant of additional benefits to the
holder of an Option. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;Reorganization or Change in Control of the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Reorganization. In case (i) the Company is merged or consolidated with another
          corporation and the Company is not the surviving corporation, (ii) all or
          substantially all of the assets or more than 50% of the outstanding voting stock
          of the Company is acquired by any other corporation or (iii) of a reorganization
          or liquidation of the Company, the Board of Directors of the Company, or the
          board of directors of any corporation assuming the obligations of the Company,
          shall, as to outstanding Options, either (x) make appropriate provision for the
          protection of any such outstanding Options by the substitution on an equitable
          basis of appropriate stock of the Company, or of the merged, consolidated or
          otherwise reorganized corporation which will be issuable in respect of the
          shares of Common Stock of the Company, provided that no additional benefits
          shall be conferred upon holders of Options as a result of such substitution, and
          the excess of the aggregate fair market value of the shares subject to any
          Option immediately after such substitution over the purchase price thereof is
          not more than the excess of the aggregate fair market value of the shares
          subject to such Option immediately before such substitution over the purchase
          price thereof, or (y) upon written notice to the holders of Options, provide
          that all unexercised Options must be exercised within a specified number of days
          of the date of such notice or they will be terminated. In any such case, the
          Board of Directors may, in its discretion, accelerate the exercise dates of
          outstanding Options; provided, however, that paragraph (b) below shall govern
          acceleration of exercisability of Options with respect to the events described
          in clauses (i), (ii) and (iii) of such paragraph. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Change in Control. In case (i) of any consolidation or merger involving the
          Company if the shareholders of the Company immediately before such merger or
          consolidation do not own, directly or indirectly, immediately following such
          merger or consolidation, more than fifty percent (50%) of the combined voting
          power of the outstanding voting securities of the corporation resulting from
          such merger or consolidation in substantially the same proportion as their
          ownership of the shares of Common Stock immediately before such merger or
          consolidation; (ii) of any sale, lease, license, exchange or other transfer (in
          one transaction or a series of related transactions) of all, or substantially
          all, of the business and/or assets of the Company or assets representing over
          50% of the operating revenue of the Company; or (iii) any person (as such term
          is used in Sections 13(d) and 14(d) of the Exchange Act) who was not, on April
          21, 1995, a &#147;controlling person&#148; (as defined in Rule 405 under the
          Securities Act of 1933, as amended) (a &#147;Controlling Person&#148;) of the
          Company shall become (x) the beneficial owner (within the meaning of Rule 13d-3
          under the Exchange Act) of over 50% of the combined voting power of the
          Company&#146;s then outstanding voting securities entitled to vote generally or
          (y) a Controlling Person of the Company, all outstanding Awards, regardless of
          the date of such Awards, shall (A) in the case of Options, immediately become
          exercisable with respect to 100% of the shares of Common Stock subject to such
          Options and (B) in the case of Restricted Shares, immediately become fully
          vested and no longer subject to any forfeiture unless otherwise provided in the
          applicable Award Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;No Special Employment Rights. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
contained in this Plan or in any Award Agreement shall confer upon any Award recipient any
right with respect to the continuation of such person&#146;s employment by the Company (or
any Parent Corporation or Subsidiary) or interfere in any way with the right of the
Company (or any Parent Corporation or Subsidiary), subject to the terms of any separate
agreement to the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Award recipient from the rate in existence at the time of
the Award. Whether an authorized leave of absence, or absence in military or government
service, shall constitute termination or cessation of employment for purposes of this Plan
or any Award shall be determined by the Board of Directors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;Other Employee Benefits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amount of any compensation deemed to be received by an employee as a result of any Award
(including the exercise of an Option, or the sale of shares of Common Stock received upon
such exercise or of Restricted Shares) will not constitute &#147;earnings&#148; with
respect to which any other employee benefits of such employee are determined, including
without limitation benefits under any pension, profit sharing, life insurance or salary
continuation plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;Definitions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Subsidiary. The term &#147;Subsidiary&#148; as used in this Plan shall mean any
          corporation in an unbroken chain of corporations beginning with the Company if
          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 such chain. For purposes
          only of Awards of Non-Statutory Options or Restricted Shares, the term
          &#147;Subsidiary&#148; shall also mean any partnership or limited partnership of
          which the Company or any Subsidiary controls 50% or more of the voting power, or
          any corporation in an unbroken chain of Subsidiaries if each of the Subsidiaries
          other than the last Subsidiary in the unbroken chain either owns stock
          possessing 50% or more of the total combined voting power of all classes of
          stock in one of the other corporations or controls 50% or more of the voting
          power of any such partnership or limited partnership in such chain. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Parent Corporation. The term &#147;Parent Corporation&#148; as used in this Plan
          shall mean any corporation (other than the Company) in an unbroken chain of
          corporations ending with the Company if each of the corporations other than the
          Company owns stock possessing 50% or more of the combined voting power of all
          classes of stock in one of the other corporations in such chain. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Employment. The term &#147;employment&#148;, as used in this Plan and in any
          Award Agreement, shall, unless the context otherwise requires, be defined in
          accordance with the provisions of Section 1.421-7(h) of the Federal Income Tax
          Regulations (or any successor regulations). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.&nbsp;&nbsp;&nbsp;&nbsp;Amendment of this Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors may at any time and from time to time modify, amend or terminate this
Plan in any respect, except to the extent stockholder approval is required by law. The
termination or any modification or amendment of this Plan shall not, without the consent
of an Award recipient, affect such Award recipient&#146;s rights under any Award Agreement
unless such Agreement so specifies. With the consent of the Award recipient affected, the
Board of Directors may amend outstanding Award Agreements in a manner not inconsistent
with this Plan. The Board of Directors shall have the right to amend or modify the terms
and provisions of this Plan and of any outstanding Incentive Stock Options granted under
this Plan to the extent necessary to qualify any or all such Options for such favorable
Federal income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17. Withholding. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s obligation to deliver Restricted Shares awarded, or shares deliverable upon
the exercise of any Option granted, under this Plan shall be subject to the Award
recipient&#146;s satisfaction of all applicable Federal, State and local income and
employment tax withholding requirements. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18.&nbsp;&nbsp;&nbsp;&nbsp;Duration of this Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless
earlier terminated by the Board of Directors, this Plan shall terminate upon the earlier
of (i) the close of business on March 31, 2008 or (ii) the date on which all shares
available for issuance under this Plan shall have been issued pursuant to the exercise of
Options granted under this Plan and/or are no longer subject to forfeiture pursuant to the
terms of any applicable Award Agreement. If the date of termination is determined under
(i) above, then Awards outstanding on such date shall continue to have force and effect in
accordance with the provisions of the Award Agreements evidencing such Awards. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Adopted
on April 1, 1998 by the Board of Directors; amended on May 29, 1998 by the Board of
Directors; approved by the stockholders on May 29, 1998; amended as of April 26, 1999 by
the Board of Directors; approved by the stockholders on June 10, 1999; amended as of
December 5, 2001 by the Board of Directors; amended as of February 5, 2002 by the Board of
Directors; amended as of April 24, 2002 by the Board of Directors; approved by the
stockholders on May 30, 2002. </FONT></TD>
</TR>
</TABLE>
<BR>


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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 5.1 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>May 15, 2003 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i-STAT Corporation104 <BR>Windsor
Center DriveEast <BR>Windsor, NJ 08520 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re: i-STAT Corporation
Registration Statement on Form S-8  </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have acted as counsel for i-STAT
Corporation, a Delaware corporation (the &#147;Company&#148;), in connection with the
preparation and filing with the Securities and Exchange Commission (the
&#147;Commission&#148;) of a registration statement on Form S-8 (the &#147;Registration
Statement&#148;), relating to 2,000,000 shares (the &#147;Shares&#148;) of common stock,
par value $0.15 per share (the &#147;Common Stock&#148;) of the Company which may be
issued upon the exercise of options granted under the Company&#146;s Equity Incentive Plan
(the &#147;Plan&#148;). You have requested that we furnish our opinion as to the matters
set forth below. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In this connection we have examined
the Registration Statement as filed with the Commission as of the date hereof, the
Restated Certificate of Incorporation of the Company, as amended (&#147;the
Certificate&#148;) and the By-laws of the Company (the &#147;By-laws&#148;), each as in
effect as of the date hereof, and records of corporate proceedings of the Company (the
&#147;Board Resolutions&#148;), the Plan, and such other documents as we have deemed
relevant as a basis for this opinion, in each case as made available to us by the Company.
In addition, we have examined a certificate of an Officer or the Company (the &#147;i-STAT
Certificate&#148;) certifying; (i) the By-laws; (ii) the Board Resolutions; and (iii) the
Certificate. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have assumed the legal capacity to
sign and the genuineness of all signatures of all persons executing instruments or
documents examined or relied upon by us and have assumed the conformity with original
documents of all documents examined by us as copies of such documents. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Based upon the foregoing, we are of
the opinion that the Shares will, upon issuance in accordance with the provisions of the
Plan, be validly issued, fully paid and nonassessable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby consent to the reference to
this firm contained in Item 5 of the Registration Statement, under the caption
&#147;Interests of Named Experts and Counsel&#148; and to the filing of this opinion as
Exhibit 5 to the Registration Statement. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Very truly yours, </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>/s/ Paul Hastings
Janofsky and Walker LLP</U> <br>Paul Hastings Janofsky
and Walker LLP </FONT> </P>



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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 23.1 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>CONSENT OF INDEPENDENT
ACCOUNTANTS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our reports dated
February 5, 2003 relating to the financial statements and financial statement schedules of
i-STAT Corporation, which appear in i-STAT Corporation&#146;s Annual Report on Form 10-K
for the year ended December 31, 2002. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>/s/
PricewaterhouseCoopers LLP</U><br>PricewaterhouseCoopers LLP  </FONT> </P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Florham Park, New Jersey
<BR>May 15, 2003 </FONT></P>


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As filed with the
Securities and Exchange Commission on May 15, 2003
Registration No. 333-
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
i-STAT Corporation
(Exact name of
registrant as specified in its charter)
Delaware
22-2542664
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer   Identification No.)
104 Windsor Center
Drive, East Windsor, NJ 08520
(Address of principal
executive offices) (Zip code)
i-STAT Corporation
Equity Incentive Plan
(Full title of the plan)
Lorin J. Randall
Vice President of
Finance, Treasurer
and Chief Financial
Officer
i-STAT Corporation
104 Windsor Center Drive
East Windsor, NJ 08520
(Name and address of
agent for service)
609-443-9300
(Registrant's
telephone number, including area code)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities
Amount to be
Offering Price
Proposed Maximum Aggregate
Amount of
to be Registered
Registered(1)
per Share(2)
Offering Price(2)
Registration Fee (2)
Common Stock, par $0.15
2,000,000
$
7.74
$15,480,000
$1,252.33
(1)    
          Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the"Securities Act"), this amount shall be deemed to cover securities
          resulting from the split of, or the stock dividend on, or any other
          anti-dilution mechanisms on, the registered securities.
(2)    
          Estimated solely for the purpose of calculating the registration fee in
          accordance with Rule 457(c), based on the average of the high and low prices of
          the Common Stock of the Registrant on the NASDAQ National Market System on May 14, 2003.
EXPLANATORY NOTE
On February 5, 2002, the Board of
Directors of i-STAT Corporation (the "Registrant" or the "Company")
approved an amendment to the Company's Equity Incentive Plan (the "Plan")
to increase the maximum number of shares of the Company's common stock, par value
$0.15 (the "Common Stock"), that may be issued under the Plan by 2,000,000
shares. A majority of the stockholders of the Company approved this amendment at the
Company's 2002 Annual Meeting of Stockholders that was held on May 30, 2002. This
Registration Statement has been filed to register the additional 2,000,000 shares of
Common Stock issuable pursuant to options to be granted under the Plan, as amended.
The additional shares to be
registered by this Registration Statement are of the same class as those securities
covered by the Company's previously filed Registration Statement on Form S-8 filed on
October 6, 1998 (Registration No.: 333-65357) (the "Prior Registration
Statement"). Pursuant to General Instruction E to Form S-8, except as otherwise
modified herein, the contents of the Prior Registration Statement, including periodic
reports that the Company filed after the Prior Registration Statement to maintain current
information about the Company, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits filed as part of this
Registration Statement are as follows:
EXHIBIT
NO.
DESCRIPTION
4.1
Restated
Certificate of Incorporation of I-STAT Corporation (Form S-8/S-3 Registration Statement,
File No. 33-48889)*
4.2
Bylaws,
as amended (Form 10-K for the fiscal year ended December 31, 1996)*
4.3
Certificate
of Designation, Preferences and Rights of Series A Preferred Stock (Form 8-K, dated July
10, 1995 and amended on September 11, 1995)*
4.4
Certificate
of Designation, Preferences and Rights of Series C Preferred Stock (Form 10-Q for the
quarterly period ended September 30, 2001)*
4.5
Certificate
 of Amendment to the Restated  Certificate of Incorporation (Form 10-Q for the
quarterly  period ended September 30, 2001)*
4.6
Certificate
of Designation, Preferences and Rights of Series D Convertible Preferred Stock (Form 10-K
for the fiscal year ended December 31, 2001)*
4.7
i-STAT
Corporation Equity Incentive Plan
4.8
Specimen
of Common Stock Certificate (Form S-1, Registration Statement, File No. 33-44800)*
4.9
Stockholder
Protection Agreement, dated as of June 26, 1995, between the Registrant and First
Fidelity Bank, National Association (Form 8-K, dated July 10, 1995 and amended September
11, 1995)*
5.1
Opinion
of Paul, Hastings, Janofsky & Walker LLP
23.1
Consent
of PricewaterhouseCoopers LLP
23.2
Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5.1)
24.1
Power
of Attorney (contained on the Signature Page of this Registration Statement)
* These items are hereby incorporated
by reference from the exhibits of the filing or report indicated (except where noted,
Commission File No. 0-19841) and are hereby made a part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a)    
          The undersigned Registrant hereby undertakes:
(1)    
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement 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.
(2)    
          That, for the purpose of determining any liability under the Securities Act,
          each such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide offering
          thereof.
(3)    
          To remove from registration by means of 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 purposes of determining
          any liability under the Securities Act, each filing of the Registrant's
          annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in the Registration Statement shall be deemed
          to be a new registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.
(c)    
          Insofar as indemnification for liabilities arising under the Securities Act may
          be permitted to directors, officers and controlling persons of the Registrant
          pursuant to the foregoing provisions or otherwise, the Registrant has been
          advised that in the opinion of the Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against such
          liabilities (other 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 Securities Act and will be governed by the final
          adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of East Windsor, State of New Jersey, on May 15, 2003.
i-STAT CORPORATION
BY:
/s/William P.
Moffitt
William P. Moffitt
President and Chief Executive Officer
Powers of Attorney
KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints William P. Moffitt and
Lorin J. Randall, or either of them, his attorney-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue thereof.
Pursuant to the requirements of the
Securities Exchange Act of 1934, 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/
WILLIAM P. MOFFITT
William P. Moffitt
President, Chief Executive Officer and Director (Principal Executive Officer)
May 15, 2003
/s/
LORIN J. RANDALL
Lorin J. Randall
Vice President of Finance, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
May 15, 2003
/s/
J. ROBERT BUCHANAN
J. Robert Buchanan
Chairman of the Board
May 15, 2003
/s/
SAM H. ELETR
Sam H. Eletr
Director
May 15, 2003
/s/
DANIEL R. FRANK
Daniel R. Frank
Director
May 15, 2003
/s/
LIONEL N. STERLING
Lionel N. Sterling
Director
May 15, 2003
/s/
ANNE M. VANLENT
Anne M. VanLent
Director
May 15, 2003
Exhibit 4.7
i-STAT CORPORATION
EQUITY INCENTIVE PLAN
1.    Purpose.
The
purpose of this plan (the "Plan") is to secure for i-STAT Corporation (the
"Company") and its stockholders the benefits arising from capital stock
ownership by employees and members of the Board of Directors of, and consultants and
advisors to, the Company and any Parent Corporation, or Subsidiary (each as defined in
Section 15 hereof), who are expected to contribute to the Company's future growth and
success.
2.    Types of Awards and Administration.
(a)    Types of Awards. Awards pursuant to this Plan shall be authorized by action of
          the Board of Directors of the Company (or a Committee designated by the Board of
          Directors) and may be (i) incentive stock options ("Incentive Stock
          Options") to purchase shares of the Company's Common Stock, par value
          $.15 per share ("Common Stock"), meeting the requirements of Section
          422 of the Internal Revenue Code of 1986, as amended (the "Code"),
          (ii) non-statutory options to purchase shares of Common Stock, which are not
          intended to meet the requirements of Code Section 422 ("Non-Statutory Stock
          Options" and, together with Incentive Stock Options, "Options"),
          or (iii) shares of Common Stock ("Restricted Shares" and, together
          with "Options", "Awards").
(b)    
          Administration. This Plan will be administered by the Board of Directors of the
          Company, whose construction and interpretation of the terms and provisions
          hereof shall be final and conclusive. The Board of Directors may in its sole
          discretion make Awards and authorize the Company to issue shares of Common Stock
          pursuant to such Awards, as provided in, and subject to the terms and conditions
          of, this Plan. The Board shall have authority, subject to the express provisions
          of this Plan, to construe this Plan and the respective written agreements
          setting forth the terms and conditions of an Award (each, an "Award
          Agreement"), to prescribe, amend and rescind rules and regulations relating
          to this Plan, to determine the terms and provisions of Award Agreements, which
          need not be identical, to advance the lapse of any waiting, forfeiture or
          installment periods and exercise dates, and to make all other determinations in
          the judgment of the Board of Directors necessary or desirable for the
          administration of this Plan. The Board of Directors may correct any defect or
          supply any omission or reconcile any inconsistency in this Plan or in any Award
          Agreement in the manner and to the extent it shall deem expedient to carry this
          Plan into effect and it shall be the sole and final judge of such expediency. No
          director shall be liable for any action or determination taken or made in good
          faith under or with respect to this Plan or any Award.
(c)    
          Delegation of Authority. The Board of Directors may, to the full extent
          permitted by law, delegate any or all of its powers under this Plan to a
          committee (the "Committee") of two or more directors each of whom is a
          Non-Employee Director (as hereinafter defined), and if the Committee is so
          appointed all references to the Board of Directors in this Plan shall mean and
          relate to such Committee to the extent of the powers so delegated. For the
          purposes of this Plan, a director or member of such Committee shall be deemed to
          be a "Non-Employee Director" only if such person qualifies as a
          "Non-Employee Director" within the meaning of paragraph (b)(3) of Rule
          16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") or any successor rule.
(d)    
          Limitation on Options Granted in Any Twelve Months. No individual may be
          granted, in any twelve-month period, Options under this Plan which are
          exercisable with respect to more than 200,000 shares of Common Stock.
3.    Eligibility.
Awards
shall be made only to persons who are, at the time of grant, officers, employees or
directors of, or consultants or advisors to, (provided, in the case of Incentive Stock
Options, such directors or officers are then also employees of) the Company or any Parent
Corporation or Subsidiary. A person who has been granted an Award may, if such person is
otherwise eligible, be granted an additional Award or Awards if the Board of Directors
shall so determine.
4.    Stock Subject to Plan.
Subject
to adjustment as provided in Sections 11 and 12 hereof, the maximum number of shares of
Common Stock of the Company which may be issued and sold pursuant to Awards made under
this Plan is 4,300,000 shares. Such shares may be authorized and unissued shares or may be
shares issued and thereafter acquired by the Company. If either (i) Restricted Shares are
forfeited following their award under this Plan, or (ii) Options granted under this Plan
are canceled, or expire or terminate for any reason without having been exercised in full,
the forfeited Restricted Shares, or the unpurchased shares of Common Stock subject to any
such Option, as the case may be, shall again be available for subsequent Awards under this
Plan. Restricted Shares, Options and shares of Common Stock issuable upon exercise of
Options granted under this Plan may be subject to transfer restrictions, repurchase rights
or other restrictions as shall be determined by the Board of Directors.
5.    Award Agreements.
As
a condition to the grant of an Award under this Plan, each recipient of an Award shall
sign an Award Agreement not inconsistent with this Plan in such form, and providing for
such terms and conditions, as the Board of Directors shall determine at the time such
Award is authorized to be granted. Such Award Agreements need not be identical but shall
comply with, and be subject to, the terms and conditions set forth herein.
6.    Options Generally.
(a)    
          Purchase Price. The purchase price per share of Common Stock deliverable upon
          the exercise of an Option (hereinafter sometimes referred to as the
          "exercise price") shall be not less than the fair market value of the
          Common Stock as determined by the Board of Directors on the date such Option is
          authorized to be granted. The "fair market value" of the Common Stock
          on any date (the "Value Date") shall mean (i) the closing price
          of the Common Stock, as reported on the National Association of Securities
          Dealers Automated Quotation System ("NASDAQ") or, if the Common Stock
          is listed on a stock exchange, the principal stock exchange on which the Common
          Stock is listed, on the last trading day prior to the Value Date for which a
          closing price is available, or (ii) if the Board of Directors determines,
          in the exercise of its business judgment, that such closing price does not
          properly reflect the fair market value of the Common Stock on the Value Date,
          then such other price as may then be determined in good faith by the Board of
          Directors. If the Common Stock is not reported on NASDAQ or listed on any stock
          exchange, then the "fair market value" shall be determined in good
          faith by the Board of Directors.
(b)    
          Payment of Exercise Price. Payment of the exercise price of an Option shall be
          in cash or, in the sole discretion of the Board of Directors, in capital stock
          of the Company, by the surrender of other rights to purchase capital stock of
          the Company (including Options)or by any other lawful means. The Company may, in
          its sole discretion, make loans to an Option holder in an amount equal to all or
          part of the exercise price of Options held by such Option holder; provided, that
          the grant of a loan on any occasion to one or more Option holder(s) shall not
          obligate the Company to grant loans on any other occasion or to such or any
          other Option holder.
(c)    
          Option Term. Each Option and all rights thereunder shall expire on such date as
          the Board of Directors shall determine on the date such Option is authorized to
          be granted, but in no event may any Option remain in effect after the expiration
          of ten years from the day on which such Option is granted (or five years in the
          case of Options described in paragraph (b) of Section 7), and such Option shall
          be subject to earlier termination as provided in this Plan. Notwithstanding the
          foregoing, except with respect to Incentive Stock Options, if at any time during
          the last six (6) months of the term of any Option, the holder thereof is
          precluded from selling shares of Common Stock underlying such Option solely by
          reason of the application to such holder of the Company's "Policy
          Regarding Confidential Information and Insider Trading For All Employees and
          Directors" (or similar successor policy), the term of such Option shall be
          deemed automatically extended by a period equal to six (6) months beginning with
          the first day during which such Option holder shall no longer be so precluded.
(d)    
          Exercise of Options. Each Option shall be exercisable either in full or in
          installments at such time or times and during such period as shall be set forth
          in the Award Agreement evidencing such Option; provided, however, that, subject
          to the exception set forth in paragraph (c) above, (i) no Option shall have a
          term in excess of ten years from the date of grant (or five years in the case of
          Options described in paragraph (b) of Section 7), and (ii) the periods of time
          following an Option holder's cessation of employment with the Company, any
          Parent Corporation or Subsidiary, or service as an Outside Director (as defined
          in Section 9 hereof), or as consultant or advisor to the Company, any Parent
          Corporation or Subsidiary, or following an Option holder's death or
          disability, during which an Option may be exercised, as provided in paragraph
          (f) below, shall not be included for purposes of determining the number of
          shares of Common Stock with respect to which such Option may be exercised.
(e)    
          Rights as a Stockholder. The holder of an Option shall have no rights as a
          stockholder with respect to any shares covered by the Option until the date of
          issue of a stock certificate to such person for such shares. Except as otherwise
          expressly provided in the Plan, no adjustment shall be made for dividends or
          other rights for which the record date is prior to the date such stock
          certificate is issued.
(f)    
          Effect of Cessation of Service. Notwithstanding anything contained in this Plan
          to the contrary, no Option may be exercised unless, at the time of such
          exercise, the recipient is, and has been continuously since the date of grant of
          such person's Option, employed by, or serving as an Outside Director,
          consultant or advisor to one or more of the Company, a Parent Corporation or a
          Subsidiary, except that if and to the extent the applicable Award Agreement so
          provides:
(i)    
          the Option may be exercised within the period of three months after the date the
          holder thereof ceases to be employed by or to serve as an Outside Director of or
          consultant or advisor to any of the foregoing entities (or within such lesser
          period as may be specified in the Award Agreement) for any reason other than
          death or disability;
(ii)    
          if the holder thereof dies while in the employ of, or serving as an Outside
          Director of or consultant or advisor to, the Company, a Parent Corporation or a
          Subsidiary or within three months after such holder ceases to be such an
          employee, Outside Director, consultant or advisor, the Option may be exercised
          by the person to whom it is transferred by will or the laws of descent and
          distribution within the period of one year after the date of death (or within
          such lesser period as may be specified in the Award Agreement); and
(iii)    
          if the holder thereof becomes disabled (within the meaning of Section 22(e)(3)
          of the Code) while in the employ of or serving as an Outside Director of or
          consultant or advisor to the Company, a Parent Corporation or a Subsidiary, the
          Option may be exercised within the period of one year after the date such holder
          ceases to be an employee or Outside Director of, or consultant or advisor to,
          any of the foregoing entities because of such disability (or within such lesser
          period as may be specified in the Award Agreement);
provided,
however, that in no event may any Option be exercised after the expiration date of the
Option, except to the extent provided in paragraph (c) above. In the case of a holder of a
Non-Statutory Stock Option whose relationship with the Company or any Parent Corporation
or Subsidiary changes during the term of such Option in a manner that does not constitute
a complete separation therefrom (for example, from employee to consultant or director, or
vice versa), the Board shall have authority to determine whether or not such change
constitutes a cessation of employment or service for purposes of this paragraph.
(g)    
          Transfer Restrictions. Except as otherwise approved by the Board of Directors,
          during the life of the holder thereof an Option shall be exercisable only by or
          on behalf of such person and no Option granted under the Plan shall be
          assignable or transferable by the person to whom it is granted, either
          voluntarily or by operation of law, except by will or the laws of descent and
          distribution.
(h)    
          Other Awards. Awards of Options may be made alone, in addition to or in tandem
          with Awards of Restricted Shares under the Plan.
7.    Incentive Stock Options.
Options
granted under the Plan which are intended to be Incentive Stock Options shall be
specifically designated as Incentive Stock Options and shall be subject to the following
additional terms and conditions:
(a)    
          Dollar Limitation. The aggregate fair market value (determined as of the
          respective date or dates of the grant) of the Common Stock with respect to which
          Incentive Stock Options granted to any employee under the Plan (and under any
          other incentive stock option plans of the Company, and any Parent Corporation
          and Subsidiary) are exercisable for the first time shall not exceed $100,000 in
          any one calendar year. In the event that Section 422 of the Code is amended to
          alter the limitation set forth therein so that following such amendment such
          limitation shall differ from the limitation set forth in this paragraph (a), the
          limitation of this paragraph (a) shall be automatically adjusted accordingly.
(b)    
          10% Stockholder. If any employee to whom an Incentive Stock Option is to be
          granted under the Plan is at the time of the grant of such Option the owner of
          stock possessing more than 10% of the total combined voting power of all classes
          of stock of the Company or of any Parent Corporation or any Subsidiary, then the
          following special provisions shall be applicable to the Incentive Stock Option
          granted to such individual:
(i)    
          the purchase price per share of Common Stock subject to such Incentive Stock
          Option shall not be less than 110% of the fair market value thereof at the time
          of grant; and
(ii)    
          the exercise period of such Incentive Stock Option shall not exceed five years
          from the date of grant.
Except as modified by the preceding
provisions of this Section 7, all the provisions of the Plan applicable to Options
generally shall be applicable to Incentive Stock Options granted hereunder.
8.    Restricted Shares.
(a)    
          Awards of Shares. Awards of Restricted Shares may be made under this Plan on
          such terms and conditions as the Board of Directors may from time to time
          approve. Awards of Restricted Shares may be made alone, in addition to or in
          tandem with Awards of Options under this Plan. Subject to the terms of this
          Plan, the Board of Directors shall determine the number of Restricted Shares to
          be awarded to each recipient and the Board of Directors may impose different
          terms and conditions on a Restricted Share Award than on any other Award made to
          the same recipient or other Award recipients. Each recipient of Restricted
          Shares shall, except in the circumstances described in paragraph (b) below, be
          issued one or more stock certificates evidencing such Restricted Shares. Each
          such certificate shall be registered in the name of such recipient, and
          shall bear an appropriate legend referring to the terms and conditions
          applicable to the Restricted Shares evidenced thereby.
(b)    
          Forfeiture of Restricted Shares. In making an Award of Restricted Shares, the
          Board of Directors may impose a requirement that the recipient must remain in
          the employment or service (including service as an Outside Director, advisor or
          consultant) of the Company or any Parent Corporation or Subsidiary for a
          specified minimum period of time, or else forfeit all or a portion of such
          Restricted Shares. In the case of a holder of Restricted Shares whose
          relationship with the Company or any Parent Corporation or Subsidiary changes
          during the term of any applicable forfeiture period in a manner that does not
          constitute a complete separation therefrom (for example, from employee to
          consultant or director, or vise versa), the Board shall have authority to
          determine whether or not such change constitutes a cessation of employment or
          service for purposes of such requirement. In such case, the certificate(s)
          evidencing the Restricted Shares shall be held in custody by the Company until
          such Shares are no longer subject to forfeiture.
(c)    
          Rights as a Stockholder; Stock Dividends. Subject to any restrictions set forth
          in the applicable Award Agreement, a recipient of Restricted Shares shall have
          voting, dividend and all other rights of a stockholder of the Company as of the
          date such Shares are issued and registered in recipient's name (whether or
          not certificates evidencing such Shares are delivered to such recipient). Except
          as may otherwise be set forth in the applicable Award Agreement, stock dividends
          issued with respect to Restricted Shares shall be treated as additional
          Restricted Shares under the applicable Award Agreement and shall be subject to
          the same terms and conditions that apply to the Restricted Shares with respect
          to which such dividends are issued.
9.     Annual Automatic Awards to Outside Directors.
(a)    
          Annual Automatic Awards of Options and Restricted Shares to Outside Directors.
          Each member of the Board of Directors of the Company who is not an employee of
          the Company or of any Parent Corporation or Subsidiary and who was not
          designated to the Board of Directors pursuant to a contractual right to be so
          designated (each, an "Outside Director") shall be granted, upon such
          person's election and re-election as an Outside Director, (i) Non-Statutory
          Stock Options to purchase that number of shares of Common Stock which results in
          such Options having a value, as of their grant date, of approximately $33,333.33
          (the "Award Value"), and (ii) that number of Restricted Shares which,
          when multiplied by the fair market value of a share of Common Stock on the date
          of grant, of such Shares, have a fair market value on such date of approximately
          $33,333.33. For purposes of clause (i) above, the value of Non-Statutory Stock
          Options shall be determined in accordance with paragraph (c) of this Section 9
          and, for purposes of clause (ii) above, fair market value shall be determined in
          accordance with paragraph (a) of Section 6 hereof.
If
an Outside Director is elected other than at an annual meeting of the Company's
stockholder (an "Annual Meeting"), the Award Value shall be reduced to the
result of the multiplication of the Award Value by a fraction, (i) the numerator of which
shall be the difference between 365 and the number of days elapsed since the Annual
Meeting immediately preceding such Outside Director's election and (ii) the
denominator of which shall be 365.
If,
as a result of the computations set forth in the first paragraph of this Section 9(a), the
number of shares of Common Stock underlying Options or constituting Restricted Shares to
be awarded to an Outside Director is less than a whole number, such number shall be
rounded down to the nearest whole number, and the fair market value (determined in the
same manner as for purposes of computing the applicable Award Value) of any fractional
shares shall be paid to the Outside Director in cash.
(b)    
          Terms and Conditions of Awards to Outside Directors. Awards granted to Outside
          Directors pursuant to this Section 9 shall (i) in the case of Options, not be
          exercisable prior to (and will be fully exercisable from and after), and (ii) in
          the case of Restricted Shares, be subject to complete forfeiture prior to, the
          later of the 30th day following the grant date or the day immediately preceding
          the end of the Company's fiscal quarter in which they are granted. In each
          such case, the Outside Director must have been in continuous service as such
          since the date of grant of such Options or Restricted Shares in order for such
          Options to become exercisable and/or for such Restricted Shares to no longer be
          subject to forfeiture. Options granted to Outside Directors are exercisable at
          an exercise price per share of Common Stock underlying such Options equal to the
          fair market value thereof on the date of grant, as determined in accordance with
          paragraph (a) of Section 6 hereof, and shall expire ten years after the date of
          grant except to the extent extended as provided in paragraph (c) of Section 6
          hereof. Shares purchased upon the exercise of any Option granted under this
          Section 9 may not be sold prior to the expiration of six (6) months after the
          date of grant of such Option.
(c)    
          Valuation Method for Awards of Non-Statutory Stock Options to Outside Directors.
          The Black-Scholes valuation method shall be used to determine the value of
          Options granted to Outside Directors pursuant to this Section 9, for which
          purpose the following are assumed: (i) a volatility measure based on the twelve
          months ending immediately prior to the date of grant; (ii) the applicable
          Federal interest rate for the month of grant (as published by the U.S.
          Department of the Treasury); (iii) the maximum term of the Options (but without
          giving effect to any extension that may result from the application of the
          provisions of paragraph (c) of Section 6 hereof); (iv) the exercise prices of
          such Options; and (v) the fair market value of the Common Stock on the day
          before the grant date (as determined in accordance with paragraph (a) of Section
          6 hereof).
(d)    
          Plan Applicable. Except as modified by the preceding provisions of this Section
          9, Awards granted to Outside Directors shall remain subject to all provisions of
          this Plan applicable to Awards generally.
(e)    
          Other Outside Director Compensation. Nothing in this Section 9 shall preclude
          the payment by the Company or any Parent Corporation or Subsidiary to Outside
          Directors of any other form of compensation, including the granting of Options
          or Restricted Shares pursuant to other provisions of this Plan.
10.    General Award Restrictions.
(a)    
          Investment Representations. The Company may require any person to whom an Award
          is made, as a condition of such Award, to give written assurances in substance
          and form satisfactory to the Company to the effect that such person is acquiring
          the Common Stock subject to the Award for such person's own account for
          investment and not with any present intention of selling or otherwise
          distributing the same, and to such other effects as the Company deems necessary
          or appropriate in order to comply with applicable Federal and State securities
          laws.
(b)    
          Special Conditions to Issuance of Shares. Each Award shall be subject to the
          requirement that, if at any time counsel to the Company shall determine that the
          listing, registration or qualification of the shares of Common Stock subject to
          such Award upon any securities exchange or under any State or Federal law, or
          the consent or approval of any governmental or regulatory body, is necessary as
          a condition of, or in connection with, the issuance or purchase of such shares
          thereunder, such shares may not be issued unless such listing, registration,
          qualification, consent or approval shall have been effected or obtained on
          conditions acceptable to the Board of Directors. Nothing herein shall be deemed
          to require the Company to apply for or to obtain such listing, registration or
          qualification.
11.    Recapitalization.
In
the event that the outstanding shares of Common Stock of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split, stock dividend, combination
or subdivision, appropriate adjustment shall be made in the number and kind of shares
available under this Plan and under any Options granted under this Plan. Such adjustment
to outstanding Options shall be made without change in the total exercise price applicable
to the unexercised portion of such Options, but a corresponding adjustment in the
applicable Option exercise price per share shall be made. No such adjustment shall be made
which would, within the meaning of any applicable provisions of the Code, constitute a
modification, extension or renewal of any Option or a grant of additional benefits to the
holder of an Option.
12.    Reorganization or Change in Control of the Company.
(a)    
          Reorganization. In case (i) the Company is merged or consolidated with another
          corporation and the Company is not the surviving corporation, (ii) all or
          substantially all of the assets or more than 50% of the outstanding voting stock
          of the Company is acquired by any other corporation or (iii) of a reorganization
          or liquidation of the Company, the Board of Directors of the Company, or the
          board of directors of any corporation assuming the obligations of the Company,
          shall, as to outstanding Options, either (x) make appropriate provision for the
          protection of any such outstanding Options by the substitution on an equitable
          basis of appropriate stock of the Company, or of the merged, consolidated or
          otherwise reorganized corporation which will be issuable in respect of the
          shares of Common Stock of the Company, provided that no additional benefits
          shall be conferred upon holders of Options as a result of such substitution, and
          the excess of the aggregate fair market value of the shares subject to any
          Option immediately after such substitution over the purchase price thereof is
          not more than the excess of the aggregate fair market value of the shares
          subject to such Option immediately before such substitution over the purchase
          price thereof, or (y) upon written notice to the holders of Options, provide
          that all unexercised Options must be exercised within a specified number of days
          of the date of such notice or they will be terminated. In any such case, the
          Board of Directors may, in its discretion, accelerate the exercise dates of
          outstanding Options; provided, however, that paragraph (b) below shall govern
          acceleration of exercisability of Options with respect to the events described
          in clauses (i), (ii) and (iii) of such paragraph.
(b)    
          Change in Control. In case (i) of any consolidation or merger involving the
          Company if the shareholders of the Company immediately before such merger or
          consolidation do not own, directly or indirectly, immediately following such
          merger or consolidation, more than fifty percent (50%) of the combined voting
          power of the outstanding voting securities of the corporation resulting from
          such merger or consolidation in substantially the same proportion as their
          ownership of the shares of Common Stock immediately before such merger or
          consolidation; (ii) of any sale, lease, license, exchange or other transfer (in
          one transaction or a series of related transactions) of all, or substantially
          all, of the business and/or assets of the Company or assets representing over
          50% of the operating revenue of the Company; or (iii) any person (as such term
          is used in Sections 13(d) and 14(d) of the Exchange Act) who was not, on April
          21, 1995, a "controlling person" (as defined in Rule 405 under the
          Securities Act of 1933, as amended) (a "Controlling Person") of the
          Company shall become (x) the beneficial owner (within the meaning of Rule 13d-3
          under the Exchange Act) of over 50% of the combined voting power of the
          Company's then outstanding voting securities entitled to vote generally or
          (y) a Controlling Person of the Company, all outstanding Awards, regardless of
          the date of such Awards, shall (A) in the case of Options, immediately become
          exercisable with respect to 100% of the shares of Common Stock subject to such
          Options and (B) in the case of Restricted Shares, immediately become fully
          vested and no longer subject to any forfeiture unless otherwise provided in the
          applicable Award Agreement.
13.    No Special Employment Rights.
Nothing
contained in this Plan or in any Award Agreement shall confer upon any Award recipient any
right with respect to the continuation of such person's employment by the Company (or
any Parent Corporation or Subsidiary) or interfere in any way with the right of the
Company (or any Parent Corporation or Subsidiary), subject to the terms of any separate
agreement to the contrary, at any time to terminate such employment or to increase or
decrease the compensation of the Award recipient from the rate in existence at the time of
the Award. Whether an authorized leave of absence, or absence in military or government
service, shall constitute termination or cessation of employment for purposes of this Plan
or any Award shall be determined by the Board of Directors.
14.    Other Employee Benefits.
The
amount of any compensation deemed to be received by an employee as a result of any Award
(including the exercise of an Option, or the sale of shares of Common Stock received upon
such exercise or of Restricted Shares) will not constitute "earnings" with
respect to which any other employee benefits of such employee are determined, including
without limitation benefits under any pension, profit sharing, life insurance or salary
continuation plan.
15.    Definitions.
(a)    
          Subsidiary. The term "Subsidiary" as used in this Plan shall mean any
          corporation in an unbroken chain of corporations beginning with the Company if
          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 such chain. For purposes
          only of Awards of Non-Statutory Options or Restricted Shares, the term
          "Subsidiary" shall also mean any partnership or limited partnership of
          which the Company or any Subsidiary controls 50% or more of the voting power, or
          any corporation in an unbroken chain of Subsidiaries if each of the Subsidiaries
          other than the last Subsidiary in the unbroken chain either owns stock
          possessing 50% or more of the total combined voting power of all classes of
          stock in one of the other corporations or controls 50% or more of the voting
          power of any such partnership or limited partnership in such chain.
(b)    
          Parent Corporation. The term "Parent Corporation" as used in this Plan
          shall mean any corporation (other than the Company) in an unbroken chain of
          corporations ending with the Company if each of the corporations other than the
          Company owns stock possessing 50% or more of the combined voting power of all
          classes of stock in one of the other corporations in such chain.
(c)    
          Employment. The term "employment", as used in this Plan and in any
          Award Agreement, shall, unless the context otherwise requires, be defined in
          accordance with the provisions of Section 1.421-7(h) of the Federal Income Tax
          Regulations (or any successor regulations).
16.    Amendment of this Plan.
The
Board of Directors may at any time and from time to time modify, amend or terminate this
Plan in any respect, except to the extent stockholder approval is required by law. The
termination or any modification or amendment of this Plan shall not, without the consent
of an Award recipient, affect such Award recipient's rights under any Award Agreement
unless such Agreement so specifies. With the consent of the Award recipient affected, the
Board of Directors may amend outstanding Award Agreements in a manner not inconsistent
with this Plan. The Board of Directors shall have the right to amend or modify the terms
and provisions of this Plan and of any outstanding Incentive Stock Options granted under
this Plan to the extent necessary to qualify any or all such Options for such favorable
Federal income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code.
17. Withholding.
The
Company's obligation to deliver Restricted Shares awarded, or shares deliverable upon
the exercise of any Option granted, under this Plan shall be subject to the Award
recipient's satisfaction of all applicable Federal, State and local income and
employment tax withholding requirements.
18.    Duration of this Plan.
Unless
earlier terminated by the Board of Directors, this Plan shall terminate upon the earlier
of (i) the close of business on March 31, 2008 or (ii) the date on which all shares
available for issuance under this Plan shall have been issued pursuant to the exercise of
Options granted under this Plan and/or are no longer subject to forfeiture pursuant to the
terms of any applicable Award Agreement. If the date of termination is determined under
(i) above, then Awards outstanding on such date shall continue to have force and effect in
accordance with the provisions of the Award Agreements evidencing such Awards.
Adopted
on April 1, 1998 by the Board of Directors; amended on May 29, 1998 by the Board of
Directors; approved by the stockholders on May 29, 1998; amended as of April 26, 1999 by
the Board of Directors; approved by the stockholders on June 10, 1999; amended as of
December 5, 2001 by the Board of Directors; amended as of February 5, 2002 by the Board of
Directors; amended as of April 24, 2002 by the Board of Directors; approved by the
stockholders on May 30, 2002.
Exhibit 5.1
May 15, 2003
i-STAT Corporation104
Windsor
Center DriveEast
Windsor, NJ 08520
Re: i-STAT Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for i-STAT
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-8 (the "Registration
Statement"), relating to 2,000,000 shares (the "Shares") of common stock,
par value $0.15 per share (the "Common Stock") of the Company which may be
issued upon the exercise of options granted under the Company's Equity Incentive Plan
(the "Plan"). You have requested that we furnish our opinion as to the matters
set forth below.
In this connection we have examined
the Registration Statement as filed with the Commission as of the date hereof, the
Restated Certificate of Incorporation of the Company, as amended ("the
Certificate") and the By-laws of the Company (the "By-laws"), each as in
effect as of the date hereof, and records of corporate proceedings of the Company (the
"Board Resolutions"), the Plan, and such other documents as we have deemed
relevant as a basis for this opinion, in each case as made available to us by the Company.
In addition, we have examined a certificate of an Officer or the Company (the "i-STAT
Certificate") certifying; (i) the By-laws; (ii) the Board Resolutions; and (iii) the
Certificate.
We have assumed the legal capacity to
sign and the genuineness of all signatures of all persons executing instruments or
documents examined or relied upon by us and have assumed the conformity with original
documents of all documents examined by us as copies of such documents.
Based upon the foregoing, we are of
the opinion that the Shares will, upon issuance in accordance with the provisions of the
Plan, be validly issued, fully paid and nonassessable.
We hereby consent to the reference to
this firm contained in Item 5 of the Registration Statement, under the caption
"Interests of Named Experts and Counsel" and to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Paul Hastings
Janofsky and Walker LLP
Paul Hastings Janofsky
and Walker LLP
Exhibit 23.1
CONSENT OF INDEPENDENT
ACCOUNTANTS
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our reports dated
February 5, 2003 relating to the financial statements and financial statement schedules of
i-STAT Corporation, which appear in i-STAT Corporation's Annual Report on Form 10-K
for the year ended December 31, 2002.
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 15, 2003