GALT TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN

EXHIBIT 4.01

GALT TECHNOLOGIES, INC.

1995 STOCK OPTION PLAN




1. PURPOSE. The GALT Technologies, Inc. 1995 Stock Option Plan (the
"Plan") is established to attract, retain and reward persons providing
services to GALT Technologies, Inc. and any successor corporation
thereto (the "Company") and to motivate such persons to contribute to
the growth and profits of the Company in the future.

2. ADMINISTRATION.

a. GENERAL. The Plan shall be administered by the Board
of Directors of the Company (the "Board") and/or by a
duly appointed committee of the Board having such
powers as shall be specified by the Board. All
questions of interpretation of the Plan or of any
options granted under the Plan (an "Option") shall be
determined by the Board, and such determinations shall
be final and binding upon everyone having an interest
in the Plan and/or any Option.

b. OPTIONS AUTHORIZED. Options may be either incentive
stock options as defined in section 422 of the Code
("Incentive Stock Options") or nonqualified stock
options.

3. ELIGIBILITY.

a. ELIGIBLE PERSONS. Options may be granted only to
employees (including officers and directors who are
also employees). The Board shall, in its sole
discretion, determine which persons shall be granted
Options (an "Optionee"). Eligible persons may be
granted more than one Option.

b. TYPE OF OPTION WHICH MAY BE GRANTED. Employees may be
granted Incentive Stock Options and/or nonqualified
stock options.

4. SHARES SUBJECT TO OPTION. Options shall be for the purchase of shares
of the authorized but unissued Common Stock or treasury shares of
Common Stock of the Company (the "Stock"), subject to adjustment as
provided in paragraph 9 below. The maximum number of shares of Stock
which may be issued under the Plan shall be 9,031 shares (90,310 after
effectuation of the Company's nine-for-one stock split). In the event
that any outstanding Option for any reason expires or is terminated or
canceled and/or shares of Stock subject


-7-


to repurchase are repurchased by the Company, the shares allocable to
the unexercised portion of such Option, or such repurchased shares, may
against be subject to an Option grant.

5. TIME FOR GRANTING OPTIONS. All Options shall be granted, if
at all, within ten (10) years from the date the Plan is
adopted by the Board.

6. TERMS, CONDITIONS AND FORM OF OPTIONS. Subject to the provisions of the
Plan, the Board shall determine for each Option (which need not be
identical) the number of shares of Stock for which the Option shall be
granted, the exercise price of the Option, the timing and terms of
exercisability and vesting of the Option, whether the Option is to be
treated as an Incentive Stock Option or as a nonqualified stock option
and all other terms and conditions of the Option not inconsistent with
the Plan. Options granted pursuant to the Plan shall be evidenced by
written agreements specifying the number of shares of Stock covered
thereby, in such form as the Board shall from time to time establish,
which agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with be subject to the following terms and
conditions:

a. EXERCISE PRICE. The exercise price for each Option shall be
established in the sole discretion of the Board; provided,
however, that (i) the exercise price per share for an
Incentive Stock Option shall be not less than the fair market
value, as determined by the Board, of a share of Stock on the
date of the granting of the Option, (ii) the exercise price
per share for a nonqualified stock option shall not be less
than fifty percent (50%) of the fair market value, as
determined by the Board, of a share of Stock on the date of
the granting of the Option and (iii) no Option granted to an
Optionee who at the time the Option is granted owns stock
possession more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company within the
meaning of section 422(b)(6) of the Code (a "Ten Percent Owner
Optionee") shall have an exercise price per share less than
one hundred ten percent (110%) of the fair market value, as
determined by the Board, of a share of Stock on the date of
the granting of the Option. Notwithstanding the foregoing, an
Option (whether an Incentive Stock Option or a nonqualified
stock option) may be granted with an exercise price lower than
the minimum exercise price set forth above if such Option is
granted pursuant to an assumption or substitution for another
option in a manner qualifying with the provisions of section
424(a) of the Code.

b. EXERCISE PERIOD OF OPTIONS. The Board shall have the power
to set the time or times within which each Option shall be
exercisable or the event or events upon the


-8-
occurrence of which all or a portion of each Option shall be
exercisable and the term of each Option; provided, however,
that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date such Option is granted, and
(ii) no Incentive Stock Option granted to a Ten Percent Owner
Optionee shall be exercisable after the expiration of five (5)
years after the date such Option is granted. Unless otherwise
provided for by the Board in the grant of an Option, any
Option granted hereunder shall be exercisable for a term of
five (5) years.

c. PAYMENT OF EXERCISE PRICE. Payment of the exercise
price for the number of shares of Stock being purchased
pursuant to any Option shall be made in cash, by check
or cash equivalent.

7. STANDARD FORMS OF STOCK OPTION AGREEMENT.

a. INCENTIVE STOCK OPTIONS. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated
as an "Incentive Stock Option" shall comply with and be
subject to the terms and conditions set forth of incentive
stock option agreement attached hereto as Exhibit A and
incorporated herein by reference.

b. NONQUALIFIED STOCK OPTIONS. Unless otherwise provided
for by the Board at the time an Option is granted, an
Option designated as a "Nonqualified Stock Option"
shall comply with and be subject to the terms and
conditions set forth in a form of nonqualified stock
option agreement which shall be the same as the
agreement set forth in Exhibit A except for such
changes as are necessary to reflect that the option is
nonqualified.

8. FAIR MARKET VALUE LIMITATION. To the extent that the aggregate fair
market value (determined at the time the Option is granted) of stock
with respect to which Incentive Stock Options are exercisable by an
Optionee for the first time during any calendar year (under all stock
option plans of the Company, including the Plan) exceeds One Hundred
Thousand Dollars ($100,000), such options shall be treated as
nonqualified stock options. This paragraph shall be applied by taking
Incentive Stock Options into account in the order in which they were
granted.

9. EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN. Appropriate adjustments
shall be made in the number and class of shares of Stock subject to the
Plan and to any outstanding Options and in the exercise price of any
outstanding Options in the event of a stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification,
or like change in the capital structure of the Company.


-9-

10. TRANSFER OF CONTROL. An "Ownership Change" shall be deemed
to have occurred in the event any of the following or any
similar transaction occurs with respect to the Company:

a. The direct or indirect sale or exchange by the
shareholders of the Company of all or substantially all
of the stock of the Company;

b. A merger or consolidation in which the Company is a
party;

c. The sale, exchange, or transfer of all or substantially
all of the assets of the Company (other than a sale,
exchange, or transfer to one (1) or more subsidiary
corporations of the Company); or

d. A liquidation or dissolution of the Company.

In the event of an Ownership Change, any Options which are neither
assumed or substituted for in connection with the Ownership Change nor
exercised as of the date of the Ownership Change shall terminate and
cease to be outstanding effective as of the date of the Ownership
Change.

11. OPTIONS NON-TRANSFERABLE. During the lifetime of the Optionee, the
Option shall be exercisable only by the Optionee. No Option shall be
assignable or transferable by the Optionee, except by will or by the
laws of descent and distribution.

12. TERMINATION OR AMENDMENT OF PLAN OR OPTIONS. The Board, including any
duly appointed committee of the Board, may terminate or amend the Plan
or any Option at any time; provided, however, that without the approval
of the Company's shareholders, there shall be (a) no increase in the
total number of shares of Stock covered by the Plan (except by
operation of the provisions of paragraph 9 above), (b) no change in the
class eligible to receive Incentive Stock Options and (c) no expansion
in the class eligible to receive nonqualified stock options.


-10-