WELLSTONE FILTERS, INC.
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.
2 Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall be administering the plan in accordance
with Section 4 hereof.
(b) "Applicable Laws" means the requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system
on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means the occurrence of any of the following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented by the Company's then
outstanding voting securities; or
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's
(iii) The consummation of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into vot