<SUBMISSION>
<ACCESSION-NUMBER>0000950137-04-010647
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20041202
<DATE-OF-FILING-DATE-CHANGE>20041202
<EFFECTIVENESS-DATE>20041202
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>QUALCOMM INC/DE
<CIK>0000804328
<ASSIGNED-SIC>3663
<IRS-NUMBER>953685934
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-120948
<FILM-NUMBER>041180870
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5775 MOREHOUSE DR
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
<PHONE>8585871121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5775 MOREHOUSE DR
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a03691sv8.htm
<DESCRIPTION>FORM S-8
<TEXT>
<HTML>
<HEAD>
<TITLE>Qualcomm Incorporated</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt">As filed with the
Securities and Exchange Commission on December 2, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-______


<P align="center" style="font-size: 14pt">UNITED STATES SECURITIES AND EXCHANGE COMMISSION

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>

<P align="center" style="font-size: 18pt">FORM S-8


<P align="center" style="font-size: 10pt">REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933

<P>

<DIV align="center" style="font-size: 24pt">QUALCOMM INCORPORATED
<HR size="1" noshade width="50%" align="Center">
</DIV>
<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center">DELAWARE<HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">95-3685934<HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. employer identification no.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">5775 MOREHOUSE DRIVE


<DIV align="center" style="font-size: 10pt">SAN DIEGO, CALIFORNIA 92121<BR>
858-587-1121
<HR size="1" noshade width="40%" align="Center">
(Address of principal executive offices)</DIV>



<P align="center" style="font-size: 10pt">Options to purchase common stock granted under the<BR>
Spike Technologies, Inc. 1998 Stock Option Plan and<BR>
assumed by QUALCOMM Incorporated


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="60%" align="Center">
(Full title of the plan)</DIV>



<P align="center" style="font-size: 10pt">IRWIN MARK JACOBS<BR>
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER<BR>
QUALCOMM INCORPORATED<BR>
5775 MOREHOUSE DRIVE<BR>
SAN DIEGO, CALIFORNIA 92121<BR>
858-587-1121


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="40%" align="Center">
(Name and address of agent for service)</DIV>



<P align="left" style="font-size: 10pt">This registration statement shall hereafter become effective in accordance with
Rule&nbsp;462 promulgated under the Securities Act of 1933, as amended.



<P align="left" style="font-size: 10pt"><HR size="1" noshade width="100%" align="Center">



<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="Center">


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>to be registered<SUP>1</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered<SUP>2</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>per share<SUP>3</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price<SUP>3</SUP></B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock
Par Value $.0001</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41,411</TD>
    <TD nowrap><SUP>4</SUP></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">12.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">527,990.25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">66.90</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><HR size="1" noshade width="25%" align="Left">



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<SUP>1</SUP> The securities to be registered include options to acquire Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<SUP>2</SUP> Pursuant to Rule&nbsp;416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<SUP>3</SUP> Calculated solely for the purposes of this offering under Rule 457(h) on the
basis of the weighted average exercise price of the outstanding assumed
options.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<SUP>4</SUP> Represents shares subject to issuance upon the exercise of outstanding stock
options under the Spike Technologies, Inc. 1998 Stock Option Plan and assumed
by QUALCOMM Incorporated on November&nbsp;17, 2004 pursuant to the Agreement and
Plan of Merger by and among QUALCOMM Incorporated, a wholly-owned subsidiary of
QUALCOMM Incorporated, and Spike Technologies, Inc.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "PART II" -->

<P align="center" style="font-size: 10pt">PART II



<P align="center" style="font-size: 10pt">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->

<P align="left" style="font-size: 10pt">Item&nbsp;3. Incorporation of Documents by Reference



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;QUALCOMM Incorporated (the &#147;Company&#148;) hereby incorporates by reference in
this registration statement the following documents:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company&#146;s latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), containing audited financial statements for the Company&#146;s
latest fiscal year ended September&nbsp;26, 2004 as filed with the Securities and
Exchange Commission on November&nbsp;3, 2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The description of the Company&#146;s Common Stock contained in the
Company&#146;s registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents.

<!-- link2 "Item&nbsp;4. Description of Securities" -->

<P align="left" style="font-size: 10pt">Item&nbsp;4. Description of Securities



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The class of securities to be offered is registered under Section&nbsp;12 of
the Exchange Act.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel" -->

<P align="left" style="font-size: 10pt">Item&nbsp;5. Interests of Named Experts and Counsel



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Inapplicable.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->

<P align="left" style="font-size: 10pt">Item&nbsp;6. Indemnification of Directors and Officers



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the &#147;Securities Act&#148;). The Company&#146;s Bylaws require the
Company to indemnify its directors and executive officers and may indemnify its
other officers to the full extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross
negligence by officers and directors, and requires the Company to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the officer or director to repay such
advances if it is ultimately determined that the officer or director is not
entitled to indemnification. The Bylaws further provide that rights conferred
under such Bylaws shall not be deemed to be exclusive of any other right such
persons may have or acquire under any statute, provision of any Certificate of
Incorporation, Bylaw, agreement, vote of stockholders, disinterested directors
or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company&#146;s Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors&#146; fiduciary duty of care to the Company and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director&#146;s duty of loyalty to the Company, or acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director&#146;s responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company currently has a policy providing directors and officers
liability insurance with insured directors and officers of the Company in
certain circumstances. The policy also insures the Company against losses as
to which its directors and officers are entitles to indemnification.

<!-- link2 "Item&nbsp;7. Exemption From Registration Claimed" -->

<P align="left" style="font-size: 10pt">Item&nbsp;7. Exemption From Registration Claimed



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Inapplicable.

<!-- link2 "Item&nbsp;8. Exhibits" -->

<P align="left" style="font-size: 10pt">Item&nbsp;8. Exhibits



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See Exhibit&nbsp;Index.

<!-- link2 "Item&nbsp;9. Undertakings" -->

<P align="left" style="font-size: 10pt">Item&nbsp;9. Undertakings



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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;


<P align="left" style="font-size: 10pt">provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act that are incorporated by
reference in the registration statement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&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.


<P align="left" style="font-size: 10pt">&nbsp;&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 (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&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 Securities and Exchange 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.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 " SIGNATURE" -->

<P align="center" style="font-size: 10pt">SIGNATURE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on
November&nbsp;23, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">QUALCOMM Incorporated</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Irwin Mark Jacobs
<HR size="1" noshade width="100%" align="Left"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Irwin Mark Jacobs, Chief Executive</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer and Chairman of the Board</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<!-- /TOC -->
</DIV>

<P align="center" style="font-size: 10pt">SIGNATURES AND POWER OF ATTORNEY



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officers and directors of QUALCOMM Incorporated whose signatures
appear below, hereby constitute and appoint IRWIN MARK JACOBS and WILLIAM E.
KEITEL, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<DIV align="Center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Irwin Mark Jacobs<HR size="1" noshade width="100%" align="Left">
Irwin Mark Jacobs
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William E. Keitel<HR size="1" noshade width="100%" align="Left">
William E. Keitel
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 24, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard C. Atkinson<HR size="1" noshade width="100%" align="Left">
Richard C. Atkinson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 20, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Adelia A. Coffman<HR size="1" noshade width="100%" align="Left">
Adelia A. Coffman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 22, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Raymond V. Dittamore<HR size="1" noshade width="100%" align="Left">
Raymond V. Dittamore
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 20, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Diana Lady Dougan<HR size="1" noshade width="100%" align="Left">
Diana Lady Dougan
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert E. Kahn<HR size="1" noshade width="100%" align="Left">
Robert E. Kahn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Duane A. Nelles<HR size="1" noshade width="100%" align="Left">
Duane A. Nelles
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Peter M. Sacerdote<HR size="1" noshade width="100%" align="Left">
Peter M. Sacerdote
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Brent Scowcroft<HR size="1" noshade width="100%" align="Left">
Brent Scowcroft
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 19, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Marc I. Stern<HR size="1" noshade width="100%" align="Left">
Marc I. Stern
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">November 22, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard Sulpizio<HR size="1" noshade width="100%" align="Left">
Richard Sulpizio
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>November 24, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of the Company, as amended, is incorporated by
reference to Exhibit&nbsp;3.5 to the Company&#146;s Quarterly Report on Form&nbsp;10-Q for the quarter
ended March&nbsp;30, 2003, filed with the Securities and Exchange Commission on April&nbsp;23,
2003.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of the Company are incorporated by reference to Exhibit&nbsp;3.8 to the Company&#146;s
Quarterly Report on Form&nbsp;10-Q for the quarter ended March&nbsp;30, 2003, filed with the
Securities and Exchange Commission on April&nbsp;23, 2003.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion re legality</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Counsel (included in Exhibit&nbsp;5)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in signature pages to this registration statement)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Spike Technologies, Inc. 1998 Stock Option Plan</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Forms of Stock Option Agreements under the Spike Technologies, Inc. 1998 Stock Option Plan</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>a03691exv5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<PAGE>

                                                                       EXHIBIT 5

[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
4365 Executive Drive, Suite 1100, San Diego, CA  92121-2189
Phone:  858-677-1400   Fax: 858-677-1477 www.graycary.com

December 2, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for QUALCOMM Incorporated, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 41,411 shares of the
Common Stock, $0.0001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Spike Technologies, Inc. 1998 Stock
Option Plan (the "Plan") and assumed by QUALCOMM Incorporated.

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Delaware. As
to matters of Delaware corporation law, we have based our opinion solely upon
our examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.

Based on such examination, we are of the opinion that the 41,411 shares of
Common Stock which may be issued upon exercise of options granted under the Plan
and assumed by QUALCOMM Incorporated are duly authorized shares of the Company's
Common Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan, will be validly issued, fully paid
and nonassessable. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement referred to above and the use of our name wherever
it appears in said Registration Statement.

Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>a03691exv23w2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 2, 2004 relating to the
consolidated financial statements, the financial statement schedule,
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting of
QUALCOMM Incorporated, which appears in QUALCOMM Incorporated's Annual Report on
Form 10-K for the year ended September 26, 2004.

/s/ PRICEWATERHOUSECOOPERS LLP

San Diego, California

December 2, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>a03691exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                            SPIKE TECHNOLOGIES, INC.
                             1998 STOCK OPTION PLAN

1.    PURPOSE

      The purpose of the Spike Technologies, Inc. 1998 Stock Option Plan (the
"Plan") of Spike Technologies, Inc., a California corporation (the
"Corporation"), is to encourage ownership in the Corporation by key employees
and nonemployee directors of the Corporation, because long-term employment of
key employees and retention of directors is considered essential to the
Corporation's continued progress. The Plan provides a further incentive for key
employees and nonemployee directors to continue in the service of the
Corporation. Where permitted by applicable laws, the Plan allows the
participation of certain selected consultants in the Corporation's success
through their participation in the growth in the value of the Common Stock of
the Corporation.

2.    ADMINISTRATION

      The Board of Directors of the Corporation (the "Board") shall supervise
and administer the Plan. The Board shall from time to time designate the key
employees and nonemployee directors of the Corporation who shall be granted
stock options under the Plan and the amount of stock to be optioned to each. If
permitted by Rule 16b-3 of the Securities Exchange Act of 1934, the Plan may be
administered by different bodies with respect to directors, non-director
officers and employees who are neither directors nor officers. The Corporation
shall give notice of the stock option grant to the employee or nonemployee
director. All questions of interpretation of the Plan or of any options issued
under it shall be determined by the Board, and that determination shall be final
and binding upon all persons having an interest in the Plan. Any or all powers
and discretion vested in the Board under the Plan may be exercised by any
subcommittee of the Board so authorized by the Board.

3.    STOCK SUBJECT TO THE PLAN

      The maximum number of shares of the Common Stock of the Corporation that
may be optioned under the Plan shall be three million (3,000,000) shares (the
"Shares"). The limitation on the number of Shares that may be optioned under the
Plan shall be subject to adjustment as provided in Section 13 of the Plan. If
any outstanding option under the Plan for any reason expires or is terminated
without having been exercised in full, the Shares allocable to the unexercised
portion of that option shall again become available for option pursuant to the
Plan.

4.    PARTICIPATION IN THE PLAN

      A. INCENTIVE STOCK OPTIONS. Only employees may be granted Incentive Stock
Options. Except where options are stated to be nonqualified stock options,
options granted to employees are intended to qualify as Incentive Stock Options,
to the extent permitted under applicable laws. No consultant or non-employee
director may be granted incentive stock options.

<PAGE>

      B. NONSTATUTORY STOCK OPTIONS. Employees, directors, and consultants may
be granted nonstatutory stock options, which may also be called "nonqualified
stock options".

5.    TIME FOR GRANTING OPTIONS

      All options for Shares subject to the Plan shall be granted, if at all,
not later than ten (10) years after the approval of the Plan by the shareholders
of the Corporation.

6.    INCENTIVE STOCK OPTION TERMS AND CONDITIONS

      Options granted to employees (but not to nonemployee directors) under the
terms and conditions of this Section 6 are intended to be incentive stock
options ("ISOs") under section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Each incentive stock option granted under the Plan shall
be authorized by action of the Board and shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreement shall comply with and be subject to the following terms and
conditions:

      A. EXERCISE PRICE. The exercise price of each incentive stock option shall
be at least one hundred percent (100%) of the fair market value of a Share of
the Corporation on the date the option is granted; provided, however, that the
exercise price of an incentive stock option granted to an individual who owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Corporation, as determined under the stock
ownership rules specified in Subsection 6.C, shall be one hundred ten percent
(110%) of the fair market value of a Share of the Corporation on the date the
option is granted. The fair market value shall be determined by the Board.

      B. DURATION OF OPTIONS. No incentive stock option shall be exercisable
after the expiration often (10) years from the date on which that option is
granted; provided, however, that no incentive stock option granted to an
individual who owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation, as determined
under the stock ownership rules specified in Subsection 6.C, shall be
exercisable after the expiration of five (5) years from the date on which that
option is granted.

      C. DETERMINATION OF STOCK OWNERSHIP. For purposes of determining in
Subsections 6.A and 6.B whether an employee owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Corporation, an employee shall be considered as owning the stock owned, directly
or indirectly, by or for his or her brothers and sisters (whether by the whole
or half blood), spouse, ancestors, and lineal descendants. Stock owned, directly
or indirectly, by or for a corporation, partnership, estate, or trust shall be
considered as being owned proportionately by or for its shareholders, partners,
or beneficiaries. Stock with respect to which the employee holds an option shall
not be counted.

      D. RIGHT TO EXERCISE. Each incentive stock option shall become exercisable
and vest according to the terms and conditions established by the Board and
reflected in the written agreement evidencing the option. Notwithstanding the
preceding sentence, after an initial public offering, all outstanding incentive
stock options shall immediately become exercisable in full in the event that a
tender within the meaning of section 14 of the Securities Exchange Act of 1934,
as amended, is made for five percent (5%) or more of the Corporation's
outstanding capital stock

                                       2
<PAGE>

by any person other than the Corporation or an affiliate. Each incentive stock
option shall be subject to termination before its date of expiration as provided
in Subsection 6.E.

      E. TERMINATIONS OF OPTIONS. If an optionee ceases to be an employee of the
Corporation, his or her rights to exercise an incentive stock option then held
shall be only as follows:

            i. DEATH: If an optionee dies while he or she is employed by the
Corporation, the optionee's estate shall have the right for a period of six (6)
months (or such longer period as the Board may determine at the date of grant or
during the term of the option) after the date of death to exercise the option to
the extent the optionee was entitled to exercise the option on that date,
provided the date of exercise is in no event after the expiration of the term of
the option. To the extent the option is not exercised within this period, the
option will terminate. An optionee's "estate" shall mean the optionee's legal
representative or any person who acquires the right to exercise an option by
reason of the optionee's death.

            ii. DISABILITY: If an optionee's employment with the Corporation
ends because the optionee becomes disabled, the optionee or his or her qualified
representative (in the event of the optionee's mental disability) shall have the
right for a period of six (6) months after the date on which the optionee's
employment ends to exercise the option to the extent the optionee was entitled
to exercise the option on that date, provided the date of exercise is in no
event after the expiration of the term of the option. To the extent the option
is not exercised within this period, the option will terminate.

            iii. RESIGNATION: If an optionee voluntarily resigns from the
Corporation, the optionee shall have the right for a period of two (2) months
after the date of resignation to exercise the option to the extent the optionee
was entitled to exercise the option on that date, provided the date of exercise
is in no event after the expiration of the term of the option. To the extent the
option is not exercised within this period, the option will terminate.

            iv. TERMINATION FOR REASONS OTHER THAN CAUSE: If an optionee's
employment is terminated by the Corporation for reasons other than cause, the
optionee shall have the right for a period of two (2) months after the date of
termination to exercise the option to the extent the optionee was entitled to
exercise the option on that date, provided the date of exercise is in no event
after the expiration of the term of the option. To the extent the option is not
exercised within this period, the option will terminate. The termination of an
optionee's employment by the Corporation will be for reasons other than cause if
the termination is NOT due to an act by the optionee of embezzlement, fraud,
dishonesty, or breach of fiduciary duty to the Corporation, or to deliberate
disregard by the optionee of the rules of the Corporation resulting in loss,
damage, or injury to the Corporation, or to any unauthorized disclosure by the
optionee of any of the secrets or confidential information of the Corporation,
or to the optionee's having induced any client or customer of the Corporation to
break any contract with the Corporation, or to the optionee's having induced any
principal for whom the Corporation acts as agent to terminate the agency
relationship, or to any conduct of the optionee that constitutes unfair
competition with the Corporation.

                                       3
<PAGE>

            v. OTHER REASONS: If an optionee's employment with the Corporation
ends for any reason not mentioned above in this Subsection 6.E, (including
without limitation, termination for cause), all rights of the optionee in an
incentive stock option, to the extent that it has not been exercised, shall
terminate on the date the optionee's employment ends.

      F. NOTICE OF SALE. If an optionee sells or otherwise disposes of any
Shares acquired upon exercise of an incentive stock option, the optionee shall
give the Corporation notice of the sale or disposition within five (5) days
thereafter.

      G. LIMIT ON EXERCISE OF INCENTIVE STOCK OPTIONS. To the extent that the
aggregate fair market value (determined as of the time the option is granted) of
the Stock with respect to which incentive stock options are exercisable for the
first time by any individual during any calendar year (under all plans of the
Corporation and its parent and subsidiary corporations) exceeds One Hundred
Thousand Dollars ($100,000), the options shall be treated as options that are
not incentive stock options.

7.    NONQUALIFIED STOCK OPTION TERMS AND CONDITIONS

      The options granted under the terms and conditions of this Section 7 are
nonqualified stock options and are not intended to qualify as either a qualified
stock option or an incentive stock option as those terms are defined by
applicable provisions of the Code. Each nonqualified stock option granted under
the Plan shall be authorized by action of the Board and shall be evidenced by a
written agreement in such form as the Board shall from time to time approve,
which agreement shall comply with and be subject to the following terms and
conditions:

      A. EXERCISE PRICE. The exercise price of each nonqualified stock option
shall not be less than forty-six cents ($0.46) per Share.

      B. DURATION OF OPTIONS. Each nonqualified stock option shall be for a term
determined by the Board; provided, however, that the term of any option may not
exceed ten (10) years.

      C. RIGHT TO EXERCISE. Each nonqualified stock option shall become
exercisable and vest according to the terms and conditions established by the
Board and reflected in the written agreement evidencing the option.
Notwithstanding the preceding sentence, after an initial public offering, all
outstanding nonqualified stock options shall immediately become exercisable in
full in the event that a tender within the meaning of section 14 of the
Securities Exchange Act of 1934, as amended, is made for five percent (5%) or
more of the Corporation's outstanding capital stock by any person other than the
Corporation or an affiliate. Each nonqualified stock option shall be subject to
termination before its date of expiration as provided in Subsection 7.D.

      D. TERMINATIONS OF OPTIONS. If an optionee ceases to be an employee of the
Corporation, his or her rights to exercise a nonqualified stock option then held
shall be only as follows:

            i. DEATH: If an optionee dies while he or she is employed by the
Corporation, the optionee's estate shall have the right for a period of six (6)
months (or such longer period as the Board may determine at the date of grant or
during the term of the option)

                                       4
<PAGE>

after the date of death to exercise the option to the extent the optionee was
entitled to exercise the option on that date, provided the date of exercise is
in no event after the expiration of the term of the option. To the extent the
option is not exercised within this period, the option will terminate. An
optionee's "estate" shall mean the optionee's legal representative or any person
who acquires the right to exercise an option by reason of the optionee's death.

            ii. DISABILITY: If an optionee's employment with the Corporation
ends because the optionee becomes disabled, the optionee or his or her qualified
representative (in the event of the optionee's mental disability) shall have the
right for a period of six (6) months after the date on which the optionee's
employment ends to exercise the option to the extent the optionee was entitled
to exercise the option on that date, provided the date of exercise is in no
event after the expiration of the term of the option. To the extent the option
is not exercised within this period, the option will terminate.

            iii. RESIGNATION: If an optionee voluntarily resigns from the
Corporation, the optionee shall have the right for a period of two (2) months
after the date of resignation to exercise the option to the extent the optionee
was entitled to exercise the option on that date, provided the date of exercise
is in no event after the expiration of the term of the option. To the extent the
option is not exercised within this period, the option will terminate.

            iv. TERMINATION FOR REASONS OTHER THAN CAUSE: If an optionee's
employment is terminated by the Corporation for reasons other than cause, the
optionee shall have the right for a period of two (2) months after the date of
termination to exercise the option to the extent the optionee was entitled to
exercise the option on that date, provided the date of exercise is in no event
after the expiration of the term of the option. To the extent the option is not
exercised within this period, the option will terminate. The termination of an
optionee's employment by the Corporation will be for reasons other than cause if
the termination is NOT due to an act by the optionee of embezzlement, fraud,
dishonesty, or breach of fiduciary duty to the Corporation, or to deliberate
disregard by the optionee of the rules of the Corporation resulting in loss,
damage, or injury to the Corporation, or to any unauthorized disclosure by the
optionee of any of the secrets or confidential information of the Corporation,
or to the optionee's having induced any client or customer of the Corporation to
break any contract with the Corporation, or to the optionee's having induced any
principal for whom the Corporation acts as agent to terminate the agency
relationship, or to any conduct of the optionee that constitutes unfair
competition with the Corporation,

            v. OTHER REASONS: If an optionee's employment with the Corporation
ends for any reason not mentioned above in this Subsection 7.D, all rights of
the optionee in a nonqualified stock option, to the extent that it has not been
exercised, shall terminate on the date the optionee's employment ends.

8.    GRANTS TO NONEMPLOYEE DIRECTORS

      All options granted to nonemployee directors shall be subject to the
following terms and conditions:

                                       5
<PAGE>

      A. NONQUALIFIED OPTIONS. All stock options granted to nonemployee
directors pursuant to the Plan shall be nonqualified stock options.

      B. EXERCISE PRICE. The exercise price of each option granted to a
nonemployee director shall not be less than forty-six cents ($0.46) per Share.

      C. DURATION OF OPTIONS. Each option granted to a nonemployee director
shall be for a term determined by the Board; provided, however, that the term of
any option may not exceed ten (10) years.

      D. RIGHT TO EXERCISE. Each option granted to a nonemployee director shall
become exercisable and vest according to the terms and conditions established by
the Board and reflected in the written agreement evidencing the option.
Notwithstanding the preceding sentence, after an initial public offering, all
outstanding nonemployee directors' options shall immediately become exercisable
in full in the event that a tender within the meaning of section 14 of the
Securities Exchange Act of 1934, as amended, is made for five percent (5%) or
more of the Corporation's outstanding capital stock by any person other than the
Corporation or an affiliate. Each option granted to a nonemployee director shall
be subject to termination before its date of expiration as provided in
Subsection 8.E.

      E. TERMINATIONS OF OPTIONS. If a nonemployee director ceases to be a
director of the Corporation, his or her rights to exercise an option then held
shall be only as follows:

            i. DEATH: If a nonemployee director dies while he or she is serving
on the Board of the Corporation, the director's estate shall have the right for
a period of six (6) months (or such longer period as the Board may determine at
the date of grant or during the term of the option) after the date of death to
exercise the option to the extent the director was entitled to exercise the
option on that date, provided the date of exercise is in no event after the
expiration of the term of the option. To the extent the option is not exercised
within this period, the option will terminate. A director's "estate" shall mean
the director's legal representative or any person who acquires the right to
exercise an option by reason of the director's death.

            ii. DISABILITY: If a nonemployee director's Board membership ends
because the director becomes disabled, the director or his or her qualified
representative (in the event of the director's mental disability) shall have the
right for a period of six (6) months after the date on which the director's
Board membership ends to exercise the option to the extent the director was
entitled to exercise the option on that date, provided the date of exercise is
in no event after the expiration of the term of the option. To the extent the
option is not exercised within this period, the option will terminate.

            iii. RESIGNATION: If a nonemployee director voluntarily resigns from
the Corporation's Board, the director shall have the right for a period of two
(2) months after the date of resignation to exercise the option to the extent
the director was entitled to exercise the option on that date, provided the date
of exercise is in no event after the expiration of the term of the option. To
the extent the option is not exercised within this period, the option will
terminate.

            iv. TERMINATION FOR REASONS OTHER THAN CAUSE: If a nonemployee
director's Board membership is terminated by the Corporation for reasons other

                                       6
<PAGE>

than cause, the director shall have the right for a period of two (2) months
after the date of termination to exercise the option to the extent the director
was entitled to exercise the option on that date, provided the date of exercise
is in no event after the expiration of the term of the option. To the extent the
option is not exercised within this period, the option will terminate. The
termination of a nonemployee director's Board membership will be for reasons
other than cause if the termination is NOT due to an act by the director of
embezzlement, fraud, dishonesty, or breach of fiduciary duty to the Corporation,
or to deliberate disregard by the director of the rules of the Corporation
resulting in loss, damage, or injury to the Corporation, or to any unauthorized
disclosure by the director of any of the secrets or confidential information of
the Corporation, or to the director's having induced any client or customer of
the Corporation to break any contract with the Corporation, or to the director's
having induced any principal for whom the Corporation acts as agent to terminate
the agency relationship, or to any conduct of the director that constitutes
unfair competition with the Corporation.

            v. OTHER REASONS: If a nonemployee director's Board membership ends
for any reason not mentioned above in this Subsection 8.E, all rights of the
director in an option, to the extent that it has not been exercised, shall
terminate on the date the director's Board membership ends.

9.    EXERCISE OF OPTIONS

      Optionees may exercise options only by providing written notice to the
Corporation at the address specified in the written agreement evidencing the
option. The notice must be accompanied by full payment in cash for the Shares as
to which the options are exercised.

10.   TRANSFERABILITY

      Each option granted under the Plan by its terms shall not be transferable
by the optionee and shall be exercisable only by the optionee during his or her
lifetime. No option or interest therein may be transferred, assigned, pledged,
or hypothecated by the optionee, whether by operation of law or otherwise, or be
made subject to execution, attachment, or similar process.

11.   MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

      The Board shall have the power to modify, extend, or renew outstanding
options and authorize the grant of new options in substitution therefor,
provided that any such action may not have the effect of altering or impairing
any rights or obligations of any option previously granted without the consent
of the optionee.

12.   LIMITATION OF RIGHTS

      A. NO RIGHT TO AN OPTION. Nothing in the Plan shall be construed to give
any employee or any nonemployee director of the Corporation any right to be
granted an option.

      B. NO EMPLOYMENT RIGHTS. Neither the Plan nor the granting of an option
nor any other action taken pursuant to the Plan shall constitute or be evidence
of any agreement or understanding, express or implied, that the Corporation will
employ or continue the Board

                                       7
<PAGE>

membership of an optionee for any period of time, or in any position, or at any
particular rate of compensation.

      C. NO SHAREHOLDERS' RIGHTS. An optionee shall have no rights as a
shareholder with respect to the Shares covered by his or her options until the
date of the issuance to him or her of a share certificate for the Shares, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date the certificate is issued.

13.   CHANGES IN PRESENT SHARES

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

      B. In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting the Corporation's present Shares,
appropriate adjustment shall be made by the Board in the kind, option price, and
number of Shares (including the maximum number of Shares that may be optioned
under the Plan, as specified in Section 3) that are or may become subject to
options granted or to be granted under the Plan.

      C. In the event of the proposed dissolution or liquidation of the
Corporation, the Board shall notify the optionee at least fifteen (15) days
prior to such proposed action. To the extent it has not been previously
exercised, the stock option shall terminate immediately prior to the
consummation of such proposed action.

      D. In the event of a merger of the Corporation with or into another
corporation, the stock option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. In the event that such successor corporation does not
agree to assume the stock option or to substitute an equivalent option, the
Board may, in lieu of such assumption or substitution, provide for the optionee
to have the right to exercise the stock option as to all of the options granted,
including shares which would not otherwise be exercisable.

            i. If the Board does not make a stock option fully exercisable in
lieu of assumption or substitution in the event of a merger, the Board shall
notify the optionee at least fifteen (15) days prior to such proposed action. To
the extent it has not been previously exercised, the stock option shall
terminate immediately upon the expiration of such fifteen-day period.

            ii. If the Board makes a stock option fully exercisable in lieu of
assumption or substitution in the event of a merger, the Board shall notify the
optionee that the stock option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the stock option will
terminate upon the expiration of such period.

            iii. For the purposes of this Paragraph 13.D, the stock option shall
be considered assumed if, following the merger, the option confers the right to
purchase, for each

                                       8
<PAGE>

share of stock subject to the option immediately prior to the merger, the
consideration (whether stock, cash, or other securities or property) received in
the merger by holders of Common Stock for each share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the merger
was not solely common stock of the successor corporation or its parent, the
Board may, with the consent of the successor corporation and the participant,
provide for the consideration to be received upon the exercise of the stock
option, for each share of stock subject to the option, to be solely common stock
of the successor corporation or its parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger.

14.   EFFECTIVE DATE OF THE PLAN

      The Plan will become effective upon approval by the Corporation's
shareholders within twelve (12) months of the date the Plan is adopted by the
Corporation's Board of Directors. Options may be granted under the Plan at any
time after the Plan becomes effective and before the termination of the Plan.

15.   AMENDMENT OF THE PLAN

      A. AUTHORITY TO AMEND OR TERMINATE. The board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation shall be made that would impair the rights of any optionee
under any grant theretofore made, with his or her consent. In addition, to the
extend necessary and desirable to comply with Rule 16b-3 of the Securities and
Exchange Act of 1934 or with Section 422 of the Internal revenue Code (or any
applicable law or regulation, including the requirements of any Stock Exchange),
the Company shall be required to obtain shareholder approval of any plan
amendment in such a manner and to such a degree as required.

      B. EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination of the
Plan shall adversely affect Options already granted, unless mutually agreed
otherwise between the Optionee and the Board, Which agreement must be in writing
and signed by the Optionee and the Company.

Date Plan Approved by the Board: March 1, 1998
Date Plan Approved by Shareholders: March 1, 1998

                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>a03691exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH
SECURITIES, OR (B) THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE STATE LAW.

                                 INCENTIVE STOCK
                                OPTION AGREEMENT

      This Stock Option Agreement ("Option Agreement") is by and between Spike
Technologies, Inc., a California corporation (hereinafter referred to as the
"Company") and the "Optionee" identified below. The terms and conditions of this
Option Agreement are subject to the terms, definitions and provisions of the
1998 Stock Option Plan (the "Plan") adopted by the Company. The Plan is hereby
incorporated by reference and attached hereto as Exhibit 3, as may be amended
from time to time in accordance with the provisions of the Plan.

1.    PRINCIPAL TERMS. The principal terms and conditions of this Option
      Agreement are summarized below, subject to the more detailed provisions
      set forth elsewhere in this Option Agreement:

      A.    GRANT DATE. The "Grant Date" is __________________.

      B.    OPTIONEE. The "Optionee" _______________________.

      C. OPTION SHARES. The Company hereby grants to Optionee an Option to
purchase ________ shares of Common Stock (the "Shares"), subject to the terms
and conditions of this Option Agreement and the Plan.

      D. EXERCISE PRICE. The exercise price is U.S. $0.46 for each share of
Common Stock, which price is not less than the fair market value per share of
Common Stock on the Grant Date, as determined by the Board; provided, however,
in the event Optionee is an Employee and owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporations immediately before the Grant
Date, said exercise price is not less than one hundred ten percent (110%) of the
fair market value per share of Common Stock on the Grant Date as determined by
the Board.

      E. TERM. The term of this Option commences on the Grant Date and shall
terminate ten (10) years from the ---- Grant Date. In no event may this Option
be exercised more than ten (10) years from the Grant Date, and this Option may
be exercised during such term only in accordance with the Plan and the terms of
this Option. However, in the case of an Option granted to an Optionee who, at
the time the Option is granted, is an employee and owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the

<PAGE>

Company or any parent or subsidiary ("Control Person"), the term of the Option
shall be no more than five (5) years from the Grant Date.

      F. VESTING/EXERCISE.

            i. "Vested" shares are the only Shares that Optionee may purchase
hereunder. As of the Grant Date, zero (0) Shares are Vested Shares. The
remaining balance of the Shares shall vest as set forth on Exhibit 1 attached
hereto and incorporated herein by reference (provided, however, that in no event
shall all such Option Shares vest at a rate less than twenty percent (20%) per
year; the Option shall be exercised pursuant to the terms of Section 3 below
only as to whole shares; no fractional shares may be purchased).

            ii. In the event of Optionee's termination, disability or death, the
exercise rights of Optionee are also subject to Section 9 (termination), Section
10 (disability), and Section 11 (death).

            iii. In no event may this Option as an Incentive Stock Option become
exercisable at a time or times which, when this Option is aggregated with all
other incentive stock options granted to Optionee by the Company or any Parent
or Subsidiary, would result in Shares having an aggregate fair market value
(determined for each Share as of the date of grant of the option covering such
share) in excess of $100,000 becoming first available for purchase upon exercise
of one or more incentive stock options during any calendar year. All such shares
in excess of the $100,000 limit shall automatically become shares covered by
non-statutory stock options.

2.    NATURE OF THE OPTION. If Optionee is an employee of the Company, this
Option is intended to qualify as an Incentive Stock Option. If Optionee is a
consultant of the Company or the provisions of this Option Agreement or the Plan
fail to qualify for Incentive Stock Option treatment under the Internal Revenue
Code of 1986, as amended (the "Code"), this Option shall be deemed a
Nonstatutory Stock Option. It is the intention of the Company, however, that the
provisions of this Option Agreement and the Plan qualify for Incentive Stock
Option treatment under the Code with respect to Optionees who are employees of
the Company.

3.    METHOD OF EXERCISE. This Option shall be exercisable by written notice in
the form attached as Exhibit 2. The Notice of Exercise shall state the election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be
signed by Optionee and shall be delivered in person or by certified mail to the
President, Secretary or Chief Financial Officer of the Company. The written
notice shall be accompanied by payment of the exercise price. This Option shall
be deemed to be exercised upon receipt by the Company of such written notice
accompanied by the exercise price. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect

                                       2
<PAGE>

to the Optioned Stock, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly upon
exercise of the Option.

      No shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.

4.    INVESTMENT REPRESENTATIONS; RESTRICTIONS ON TRANSFER. By receipt of this
Option, by its execution, and by its exercise in whole or in part, Optionee
represents to the Company the following:

      A. Optionee understands that this Option and any Shares purchased upon its
exercise are securities, the issuance of which requires compliance with federal
and state securities laws.

      B. Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities. Optionee is
acquiring these securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

      C. Optionee acknowledges and understands that the securities constitute
"restricted securities" under the Securities Act and must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Optionee further acknowledges and
understands that the Company is under no obligation to register the securities.
Optionee understands that the certificate evidencing the securities will be
imprinted with a legend which prohibits the transfer of the securities unless
they are registered or such registration is not required in the opinion of
counsel satisfactory to the Company, and any other legend required under
applicable state securities laws.

      D. Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly, from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of exercise of the Option by the Optionee, such exercise will be exempt
from registration under the Securities Act. In the event the Company later
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, ninety (90) days thereafter the securities
exempt under Rule 701 may be resold, subject to the satisfaction of certain
conditions specified by Rule 144, including among other things: (i) the sale
being made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934); and, in the case of an affiliate, (ii) the
availability of certain public information about the Company, and the amount of
securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), if applicable. Notwithstanding this
Section 4.D, the Optionee acknowledges and agrees to the restrictions set forth
in Section 4.E.

                                       3
<PAGE>

            In the event that the Company does not qualify under Rule 701 at the
time of exercise of the Option, then the securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires
among other things: (i) the availability of certain public information about the
Company; (ii) the resale occurring not less than two years after the party has
purchased, and made full payment for, within the meaning of Rule 144, the
securities to be sold; and (iii) in the case of an affiliate, or of a
non-affiliate who has held the securities less than three years, the sale being
made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934) and the amount of securities being sold during
any three month period not exceeding the specified limitations stated therein,
if applicable.

      E. In the event of the Company's subsequent underwritten public offering
of the Company's securities, Optionee agrees:

         i. not to sell, make short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any shares of Common Stock of the Company
held by Optionee (except traded shares Optionee purchased in the open market and
those shares included in the registration) without the prior written consent of
the Company or the underwriters managing such underwritten public offering of
the Company's securities for one hundred eighty (180) days from the effective
date of such registration, and

         ii. to execute any agreement reflecting Section 4.E.i above as may be
requested by the underwriters at the time of the public offering.

5.    METHOD OF PAYMENT. Payment of the purchase price shall be made in U.S.
Dollars by check or money order; provided that the Company shall have no
obligation to issue the shares until the funds are cleared by the bank or
financial institution where the deposit is made.

6.    RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance
of such Shares upon such exercise or the method of payment of consideration for
such shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rale under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by
the Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

7.    SHARE REPURCHASE OPTION. In the event the Optionee's employment with the
Company is terminated for any reason, with or without cause, or if the Optionee
or the Optionee's legal representative attempts to sell, exchange, transfer,
pledge or otherwise dispose of any Shares acquired upon exercise of the Option,
the Company shall have the right to reacquire the Shares under the terms and
subject to the conditions set forth in this Section 7.

      A. EXERCISE OF SHARE REPURCHASE OPTION. Except as provided in Section 7.D
below, if the employment of the Optionee is terminated for any reason, the
Company may exercise the Share Repurchase Option by written notice to the
Optionee or the Optionee's legal representative within ninety (90) days after
such termination or after the Company has received actual notice of exercise of
Option by the Optionee, whichever is later.

                                       4
<PAGE>

      B. PAYMENT FOR SHARES AND RETURN OF SHARES. Payment by the Company to the
Optionee or the Optionee's legal representative shall be made in cash within
thirty (30) days after the date of the mailing of the written notice of exercise
of the Share Repurchase Option and receipt of the Optionee's Option Share
certificate(s); provided, however, that for payments above $5,000, the Company,
at its election, may pay in twelve (12) equal installments over a twelve (12)
month period. For purposes of the foregoing, cancellation of any promissory note
of the Optionee of the Company shall be treated as payment to the Optionee in
cash to the extent of the unpaid principal and any accrued interest cancelled.
The repurchase price per Option Share being purchased by the Company shall be
the fair market value of the Shares as determined by the Board as of the date of
the event giving rise to the Share Repurchase Option; provided,however, if the
employment of the Optionee is terminated because of a Discharge for Cause or if
the Optionee or the Optionee's legal representative has attempted to dispose of
any Option Shares other than as allowed in this Agreement, the repurchase price
per Option Share being purchased by the Company shall be an amount equal to the
lesser of (i) the Optionee's original cost per Option Share or (ii) the fair
market value of the Shares as determined by the Board as of the date of the
event giving rise to the Share Repurchase Option.

      C. EARLY TERMINATION OF SHARE REPURCHASE OPTION. The other provisions of
Section 7 notwithstanding, the Share Repurchase Option shall terminate and be of
no further force and effect upon the existence of a Public Market.

      D. TRANSFERS NOT SUBJECT TO THE SHARE REPURCHASE OPTION. The Unvested
Share Repurchase Option shall not apply to a transfer to the Optionee's
ancestors or descendants or spouse or to a trustee for their benefit, provided
that such transferee shall agree in writing (in a form satisfactory to the
Board) to take the stock subject to all the terms and conditions of this Section
7 providing for an Share Repurchase Option with respect to any subsequent
transfer.

      E. LEGENDS. The Company may place a legend or legends referencing the
Share Repurchase Option on any shares subject to the Share Repurchase Option.

      F. ASSIGNMENT OF SHARE REPURCHASE OPTION. In the event the Company is
unable to exercise the Share Repurchase Option pursuant to the provisions of
Section 500, et seq. of the California Corporations Code, or the corresponding
provisions of other applicable law, the Company shall have the right to assign
the Share Repurchase Option to one or more persons as may be selected by the
Board; provided, however, that the assignee must pay the Company cash equal to
any difference between the repurchase purchase price and the fair market value
of the Option Shares in question if the fair market value is greater than the
repurchase price.

8.    RIGHT OF FIRST REFUSAL. In the event the Optionee proposes to sell, pledge
or otherwise transfer any Vested Shares (the "Transfer Shares"), the Company
shall have the right to reacquire the Transfer Shares under the terms and
subject to the conditions set forth in this Section 8 (the "Right of First
Refusal").

      A. NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of the
Transfer Shares, the Optionee shall give a written notice (the "Transfer
Notice") to the

                                       5
<PAGE>

Company describing fully the proposed transfer, including the number of Transfer
Shares, the name and address of the proposed transferee (the "Proposed
Transferee"), and if the transfer is voluntary, the proposed transfer price. The
Transfer Notice shall be signed by both the Optionee and the Proposed Transferee
and must constitute a binding commitment of the Optionee and the Proposed
Transferee for the transfer of the Transfer Shares to the proposed Transferee
subject only to the Right of First Refusal.

      B. BONA FIDE TRANSFER. Within fourteen (14) business days after receipt of
the Transfer Notice, the Board shall determine the bona fide nature of the
proposed voluntary transfer and give the Optionee written notice of the Board's
determination. If the proposed transfer is not deemed to be bona fide, the
Optionee shall be responsible for providing additional information to the Board
to show the bona fide nature of the proposed transfer. The Board shall have the
right to demand further assurances from the Optionee and the Proposed Transferee
(in a form satisfactory to the Board) that the Transfer Notice fully and
accurately sets forth all of the terms and conditions of the proposed transfer,
including, without limitation, assurance that the Transfer Notice fully and
accurately sets forth the consideration actually paid for the Transfer Shares
that the Proposed Transferee was willing to pay.

      C. EXERCISE OF THE RIGHT OF FIRST REFUSAL. In the event the proposed
transfer is deemed to be bona fide, the Company shall have the right to purchase
all or none of the Transfer Shares at the purchase price and on the terms set
forth in the Transfer Notice by delivery to the Optionee of a notice of exercise
of the Right of First Refusal within thirty (30) days after the date the
Transfer Notice is delivered to the Company. If the Board has reasonably
requested additional assurances of the bona fide nature of the proposed
transfer, the period for the Company's exercise of its Right of First Refusal
shall be extended for a period ending five (5) business days after the Company
has received such additional assurances. If the Company exercises the Right of
First Refusal, the Company and the Optionee shall thereupon consummate the sale
of the Transfer Shares to the Company on the terms set forth in the Transfer
Notice; provided, however, in the event the Transfer Notice provides for the
payment for the Transfer Shares other than in cash, the Company shall have the
option of paying for the Transfer Shares by the discounted cash equivalent of
the consideration described in the Transfer Notice as reasonably determined by
the Board. For purposes of the foregoing, cancellation of any promissory note
from the Optionee to the Company shall be treated as payment to the Optionee in
cash to the extent of the unpaid principal and any accrued interest cancelled.
If no price is specified in the Transfer Notice, then the purchase price shall
be the fair market value of the Transfer Shares as determined by the Board in
good faith.

      D. FAILURE TO EXERCISE RIGHT OF FIRST REFUSAL. If the Company fails to
exercise in full the Right of First Refusal within thirty (30) days after the
date the Transfer Notice is delivered to the Company, the Optionee may, not
later-than sixty (60) days after delivery to the Company of the Transfer Notice
(and any extensions thereof), conclude a transfer to the Proposed Transferee of
the Transfer Shares not purchased by the Company on the terms and conditions
described in the Transfer Notice. The Board shall have the right to demand
further assurances from the Optionee and the Proposed Transferee (in a form
satisfactory to the Board) that the transfer of the Transfer Shares was actually
carried out on the terms and

                                       6
<PAGE>

conditions described in the Transfer Notice. No Transfer Shares shall be
transferred on the books of the Company until the Board has received such
assurances, if so demanded, and has approved the proposed transfer as bona fide,
pursuant to Section 8.C above. Any proposed transfer on terms and conditions
different from those described in the Transfer Notice, as well as any subsequent
proposed transfer by the Optionee, shall again be subject to the Right of First
Refusal and shall require compliance by the Optionee with the procedure
described in this Section 8.

      E. TRANSFEREE OF THE TRANSFER SHARES. Any transferee of the Transfer
Shares or any interest therein, other than the Company, shall be required as a
condition of such transfer to agree in writing (in a form satisfactory to the
Company) that such transferee shall receive and hold such Transfer Shares or
interests subject to the provisions of this Section 8 providing for the Right of
First Refusal with respect to any subsequent transfer. Any sale or transfer of
any Option Shares shall be void unless the provisions of this Section 8 are met.

      F. EARLY TERMINATION OF THE RIGHT OF FIRST REFUSAL. The other provisions
of this Section 8 notwithstanding, the Right of First refusal shall terminate,
and be of no further force and effect upon the existence of a Public Market.

      G. TRANSFERS NOT SUBJECT TO THE RIGHT OF FIRST REFUSAL. The Right of First
Refusal shall not apply to a transfer to the Optionee's ancestors or descendants
or spouse or to a trustee for their benefit, provided that such transferee shall
agree in writing (in a form satisfactory to the Company) to take the stock
subject to all the terms of this Section 8 providing for a Right of First
Refusal with respect to any subsequent transfer.

      H. LEGENDS. The Company may place a legend or legends referencing the
Right of First Refusal on any Option Shares subject to the Right of First
Refusal.

      I. ASSIGNMENT OF THE RIGHT OF FIRST REFUSAL. In the event the Company is
unable to exercise the Right of First Refusal pursuant to the provisions of
section 500 et. seg. of the California Corporations Code, or the corresponding
provisions of any other applicable law, the Company shall have the right to
assign the Right of First Refusal to one or more persons as may be selected by
the Board; provided, however, that the assignee must pay the Company cash equal
to any difference between the repurchase purchase price and the fair market
value of the Option Shares in question if the fair market value is greater than
the purchase price.

9.    TERMINATION OF STATUS AS AN EMPLOYEE.

      In the event of termination of Optionee's Continuous Status as an
Employee, Optionee shall have only two month after such termination date (but
not later than expiration of the option term) to exercise this Option and then
the exercise can be only to the extent that Optionee was entitled to exercise it
at the date of such termination (i.e. vested Options). To the extent that
Optionee was not entitled to exercise this Option at the date of such
termination, this Option shall terminate as to those "non-vested" Shares and the
non-vested Shares, if any, shall be forfeited to the Plan. To the extent
Optionee does not exercise this Option timely, then any unexercised option
shares, if any, shall be forfeited to the Plan.

                                       7
<PAGE>

10.   DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 9 above,
in the event of termination of Optionee's Continuous Status as an Employee or
Consultant as a result of Optionee's permanent and total disability (as defined
in Section 22(e) (3) of the Code), Optionee may, but only within six (6) months
from the date of termination of employment or consulting relationship (but in no
event later than the date of expiration of the Term of this Option as set forth
in Section 1 .E hereof), exercise this Option to the extent Optionee was
entitled to exercise it at the date of such termination. To the extent that
Optionee was not entitled to exercise this Option at the date of termination, or
if Optionee does not exercise such Option (which Optionee was entitled to
exercise) within the time specified herein, this Option shall terminate and all
unexercised option shares, if any, shall be forfeited to the Plan.

11.   DEATH OF OPTIONEE. In the event of the death of Optionee:

      A. During the term of this Option while an Employee or Consultant of the
Company and having been in Continuous Status as an Employee or Consultant since
the Grant Date of this Option, this Option may be exercised, at any time within
six (6) months following the date of death (but in no event later than the date
of expiration of the term of this Option as set forth in Section l.E hereof), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had Optionee continued living and remained in Continuous
Status as an Employee or Consultant six (6) months after the date of death.

      B. Within two months after the termination of Optionee's Continuous Status
as an Employee or Consultant for a reason other than death, this Option may be
exercised, at any time within six (6) months following the date of death (but in
no event later than the date of expiration of the term of this Option as set
forth in Section 1 .E hereof), by Optionee's estate or by a person who acquired
the right to exercise this Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued at the date of termination.

12.   NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of Optionee.

13.   EARLY DISPOSITION OF STOCK. If Optionee is an employee, Optionee
understands that, if Optionee disposes of any Shares received under this Option
within two (2) years after the date of this Agreement or within one (1) year
after such Shares were transferred to Optionee, Optionee will be treated for
federal income tax purposes as having received ordinary income at the time of
such disposition in an amount generally measured as the excess of (i) the lower
of the fair market value of the Shares at the date of disposition or the fair
market value of the Shares at the Grant Date over (ii) the price paid for the
Shares. The amount of such ordinary income may be measured differently if
Optionee is an officer, director or 10% control person (defined in Section l.E
hereof) or if the Shares were subject to a substantial risk of forfeiture at the
time they were transferred. Any gain recognized on such a premature sale of the
Shares in excess of the amount treated as ordinary income will be characterized
as capital gain. Optionee hereby agrees to notify the Company in writing within
thirty (30)

                                       8
<PAGE>

days after the date of any such disposition. Optionee understands that if
Optionee disposes of such Shares at any time after the expiration of such
two-year and one-year holding periods, any gain on such sale will generally be
treated as long-term capital gain.

14.   TAXATION UPON EXERCISE OF OPTION. If Optionee is a consultant, Optionee
understands that, upon exercise of this Option, Optionee will generally
recognize income for tax purposes in an amount equal to the excess of the then
fair market value of the Shares over the exercise price. If Optionee is an
employee and this Option is an Incentive Stock Option, Optionee understands
that, upon exercise of this Option, Optionee will generally recognize income for
purposes of the alternative minimum tax in amount equal to the excess of the
then fair market value of the Shares over the exercise price.

15.   TAX CONSEQUENCES. The Optionee understands that any of the foregoing
references to taxation are based on federal income tax laws and regulations now
in effect. The Optionee has reviewed with the Optionee's own tax advisors the
federal, state, local and foreign tax consequences of the transactions
contemplated by this Agreement. The Optionee is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents. The Optionee understands that the Optionee (and not the Company) shall
be responsible for the Optionee's own tax liability that may arise as a result
of the transactions contemplated by this Agreement. The Optionee hereby
authorizes the company to make appropriate arrangements for any withholding of
tax liability which may be required under applicable law in connection with the
grant or exercise of this Option.

16.   PARTIES' SIGNATURES - DUPLICATE ORIGINALS. This Option Agreement between
the parties identified in Section 1 hereof shall be signed in two duplicate
originals as follows:

      A. The Company shall sign two (2) duplicate originals of the "Company's
Signature Page" for this Option Agreement.

      B. The Optionee shall sign two (2) duplicate originals of the "Optionee's
Signature Page" for this Option Agreement together, where applicable, with
Optionee's spouse.

      C. One complete duplicate original of this Option Agreement, (complete
with one company signature page and one Optionee signature page) will be given
to the Company and the other to Optionee.

Executed on behalf of the Company to be effective on the date first set forth
above.

__________________________________
Nikhil Modi
President & CEO

LIST OF EXHIBITS:

1.    Vesting Schedule

                                       9
<PAGE>

2.    Form of Notice of Exercise

3.    Copy of Company's 1998 Stock Option Plan

                                       10
<PAGE>

                           ACKNOWLEDGEMENT BY OPTIONEE

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
1(F) HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE, OR CONSULTANT
AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY
REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE, OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH
OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan (a copy of which is annexed
hereto as Exhibit 3) represents that Optionee is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board or of the Committee upon any questions arising
under the Plan. Optionee further agrees to notify the Company upon any change in
the residence address indicated below.

This Acknowledgement is executed by Optionee this _______ day of _____________,
200___, to be considered effective as of the Grant Date of the Option.

OPTIONEE                                    Residence:

NAME:______________________________         ____________________________________
                                                    (Street)

                                            ____________________________________
                                            (City, State, Zip)

Please also complete the following (if applicable):

The undersigned, being the spouse of the above-named Optionee, does hereby
acknowledge that the undersigned has read and is familiar with the provisions of
the Option Agreement (including this page), and the undersigned hereby agrees
thereto and joins therein to the extent, if any, that the agreement and joiner
of the undersigned may be necessary.

OPTIONEE'S                                 SPOUSE

_________________________________          _____________________________________
Signature                                  Print Name

                                       11
<PAGE>

                                    EXHIBIT 1

                                VESTING SCHEDULE

Optionee:                   ______________________

TOTAL NUMBER OF SHARES:     ______________________

 INCENTIVE STOCK OPTION SHARES:

      Number of Shares:      ___________________________
      Price per Share:       $0.46

      Initially 25 % of the options shall vest on _________________. Thereafter,
the remaining 75% of the options shall vest at the end of each month, at the
rate of 2.0833% per month.

NON-QUALIFIED OPTION SHARES:

      Number of Shares: 0
      Price per Share:  N/A

                                       12
<PAGE>

                                    EXHIBIT 2

                          FORM OF NOTICE OF EXERCISE OF
                                  STOCK OPTION

DATE:       ______________________________________

TO:         SPIKE TECHNOLOGIES, INC.
            698 Gibraltar Court
            Milpitas, CA 95035 U.S.A.

FROM:       ______________________________________("Optionee")

RE:      Exercise of Stock Option By Optionee Named Above

In accordance with the terms of my Stock Option Agreement dated
_____________________, 19____, I hereby exercise my option to purchase _________
Shares at $__________ per share (total exercise price of $_________), effective
today. The option price and vested amount is in accordance with the provisions
of my aforementioned Stock Option Agreement.

Unless a different form of payment is agreed to by the parties, attached is a
check, in U.S. Dollars, payable to ________________________ for the total
exercise price of the Shares being purchased. The undersigned confirms the
representations made in Section 4 of the Stock Option Agreement.

Please prepare the stock certificate in the following name(s). (Note, if the
stock is to be registered in a name other than Optionee's name, the Company's
approval for said other person's ownership is required,

                             ____________________________
                             ____________________________
                             ____________________________

Sincerely,

____________________________
(Signature)

____________________________
(Print or Type Name)

Letter and consideration received by Company on _________________, 200__.

By: ________________________________

                                       13
<PAGE>

                                    EXHIBIT 3

                            SPIKE TECHNOLOGIES, INC.
                             1998 STOCK OPTION PLAN

Acknowledgment:

By signing below, Optionee acknowledges receipt of 1998 Stock Option Plan from
the Company.

____________________________
NAME: [PRINT NAME]

                                       14

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