<SUBMISSION>
<ACCESSION-NUMBER>0000903423-02-000370
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>8
<FILING-DATE>20020607
<EFFECTIVENESS-DATE>20020607
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SYNOPSYS INC
<CIK>0000883241
<ASSIGNED-SIC>7372
<IRS-NUMBER>561546236
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1028
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-75638
<FILM-NUMBER>02674016
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>700 E MIDDLEFIELD RD
<CITY>MOUNTAIN VIEW
<STATE>CA
<ZIP>94043-4033
<PHONE>6509625000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>700 E MIDDLEFIELD RD
<CITY>MOUNTAIN VIEW
<STATE>CA
<ZIP>94043-4033
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>poss-8_67.txt
<TEXT>


As filed with the Securities and                     Registration No. 333-75638
Exchange Commission on June 7, 2002


 ===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                        POST-EFFECTIVE AMENDMENT NO. 1 ON
                                    FORM S-8
                          TO REGISTRATION STATEMENT ON
                              FORM S-4 (333-75638)
                        UNDER THE SECURITIES ACT OF 1933


                                 SYNOPSYS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                            7372                 56-1546236
 (State or other jurisdiction      (Primary Standard Industrial  (IRS Employer
of incorporation or organization)   Classification Code Number)   Identification
                                                                        No.)
                            700 EAST MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
               (Address of principal executive offices) (Zip Code)



            Avant! Corporation 1995 Stock Option/Stock Issuance Plan
            Avant! Corporation 2000 Stock Option/Stock Issuance Plan
                  ACEO Technology, INC. 1996 Stock Option Plan
             Chrysalis SYMBOLIC DESIGN, INC. 1993 Stock Option Plan
                      InterHDL, INC. 1993 Stock Option Plan
        Integrated Silicon Systems, INC. 1986 Incentive Stock Option Plan
        Integrated Silicon Systems, INC. 1993 Incentive Stock Option Plan
            Technology Modeling Associates 1996 Equity Incentive Plan


                            (Full title of the Plans)


                                 AART J. DE GEUS
                             CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                            700 EAST MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
                     (Name and address of agent for service)
                                 (650) 584-5000
          (Telephone number, including area code, of agent for service)



<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
         Title of                     Amount                   Proposed               Proposed               Amount of
        Securities                     to be                   Maximum                 Maximum             Registration
           to be                  Registered (1)               Offering               Aggregate                  Fee (3)
        Registered                -------------                 Price                 Offering             -------------
        ----------                                          per Share (3)             Price (3)
                                                            -------------             ---------
Common Stock, $0.01 par value,
to be Issued under the
following plans:

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
<S>                                <C>                         <C>                     <C>                 <C>
Avant! Corporation 1995           777,633 shares                 N/A                     N/A                    N/A
Stock Option/Stock
Issuance Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Avant! Corporation 2000          1,232,210 shares                N/A                     N/A                    N/A
Stock Option/Stock
Issuance Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
ACEO Technology, Inc. 1996         2,374 shares                  N/A                     N/A                    N/A
Stock Option Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Chrysalis Symbolic Design,         20,419 shares                 N/A                     N/A                    N/A
Inc. 1993 Stock Option Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
InterHDL, Inc. 1993 Stock           765 shares                   N/A                     N/A                    N/A
Option Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Integrated Silicon                 3,094 shares                  N/A                     N/A                    N/A
Systems, Inc. 1986
Incentive Stock Option Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Integrated Silicon                126,860 shares                 N/A                     N/A                    N/A
Systems, Inc. 1993
Incentive Stock Option Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Technology Modeling               108,095 shares                 N/A                     N/A                    N/A
Associates 1996 Equity
Incentive Plan

---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
Preferred Share Purchase
Rights (2)
---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
TOTAL                                2,271,450
---------------------------- -------------------------- ----------------------- ---------------------- ----------------------
</TABLE>


(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the option plans
     listed in the table above (the "Plans") by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the Registrant's outstanding shares of Common Stock. These
     shares were initially registered on the Registration Statement on
     Registration Statement on Form S-4 (Registration No. 333-75638) on December
     21, 2001 (the "Form S-4").

(2)  Preferred Share Purchase Rights (the "Rights") initially trade together
     with the Common Stock. The value attributable to the Rights, if any, is
     reflected in the market price of the Common Stock.

(3)  A Registration fee was paid previously in connection with the initial
     registration of these shares on the Form S-4. Accordingly, in accordance
     with Rule 457(b), no additional registration fee is required.





<PAGE>






                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

Synopsys, Inc. (the "Registrant") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          October 31, 2001 filed with the Commission on January 25, 2002 (as
          amended on Form 10-K/A filed with the Commission on March 1, 2002),
          pursuant to Section 13 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act");

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
          January 31, 2002 filed with the Commission on March 18, 2002;

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on December 5, 2001, May 7, 2002 and June 6, 2002;

     (d)  The Registrant's Registration Statement on Form 8-A, filed with
          Commission on January 24, 1992, pursuant to Section 12(g) of the 1934
          Act, in which there is described the terms, rights and provisions
          applicable to the Registrant's Common Stock; and

     (e)  The Registrant's Registration Statement on Form 8-A, filed with the
          Commission on October 31, 1997, pursuant to Section 12(g) of the 1934
          Act, and as amended on Form 8-A/A on December 13, 1999 and April 10,
          2000 in which there is described the terms, rights and provisions
          applicable to the Registrant's Preferred Share Purchase Rights.

          All reports and definitive proxy or information statements filed
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
     date of this Registration Statement and prior to the filing of a
     post-effective amendment which indicates that all securities offered hereby
     have been sold or which de-registers all securities then remaining unsold
     shall be deemed to be incorporated by reference into this Registration
     Statement and to be a part hereof from the date of filing of such
     documents. Any statement contained in a document incorporated or deemed to
     be incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement contained herein or in any subsequently filed document which also
     is deemed to be incorporated by reference herein modifies or supersedes
     such statement. Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond that specifically provided by the current law.

Article X of the Registrant's Restated Certificate of Incorporation provides for
the indemnification of directors to the fullest extent permissible under
Delaware Law.

Article VII of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties to the fullest extent permissible under
Delaware Law, which provisions are deemed to be a contract between the
Registrant and each director and officer who serves in such capacity while such
bylaw is in effect.

The Registrant has entered into indemnification agreements with its directors
and executive officers, in addition to the indemnification provided for in the
Registrant's Bylaws, and intends to enter into indemnification agreements with
any new directors and executive officers in the future. The Registrant has also
obtained liability insurance for the benefit of its directors and officers.

In general, members of any of the committees administering the Plans shall be
entitled to full indemnification and reimbursement as members of the Board of
Directors. No member of such committees, generally, shall be liable for any act
of omission made in good faith with respect to the Plans or any option grants or
stock issuances thereunder.


Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits
<TABLE>
<CAPTION>

Exhibit Number             Exhibit

------------------------ ---------------------------------------------------------------------------------------------
<S>                      <C>
4.1*                     Instruments Defining the Rights of Stockholders.*
------------------------ ---------------------------------------------------------------------------------------------
4.2**                    Fourth  Amended  and  Restated  Certificate  of  Incorporation  (filed as Exhibit 3.1 to the
                         Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2001 (the
                         "Annual Report") and incorporated herein by reference)
------------------------ ---------------------------------------------------------------------------------------------
4.3**                    Restated  By-laws  of  Synopsys,  Inc.  (filed as  Exhibit  3.3 to the  Annual  Report)  and
                         incorporated herein by reference)
------------------------ ---------------------------------------------------------------------------------------------
4.4                      Avant! Corporation 1995 Stock Option/Stock Issuance Plan
------------------------ ---------------------------------------------------------------------------------------------
4.5                      Avant! Corporation 2000 Stock Option/Stock Issuance Plan
------------------------ ---------------------------------------------------------------------------------------------
4.6                      Chrysalis Symbolic Design, Inc. 1993 Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.7                      InterHDL, Inc. 1993 Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.8                      Integrated Silicon Systems, Inc. 1986 Incentive Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.9                      Integrated Silicon Systems, Inc. 1993 Incentive Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.10                     Technology Modeling Associates 1996 Equity Incentive Plan
------------------------ ---------------------------------------------------------------------------------------------
5.1**                    Opinion of Cleary, Gottlieb, Steen & Hamilton
------------------------ ---------------------------------------------------------------------------------------------
23.1**                   Consent of KPMG LLP, Independent Auditors
------------------------ ---------------------------------------------------------------------------------------------
23.2**                   Consent of Cleary, Gottlieb, Steen & Hamilton is contained in Exhibit 5.1
------------------------ ---------------------------------------------------------------------------------------------
24.1**                   Power of Attorney.  Reference is made to page II-4 of this Registration Statement
------------------------ ---------------------------------------------------------------------------------------------
</TABLE>

   --------------------------------
   * Reference is made to the Registrant's Registration Statements on Form 8-A,
     including the exhibits thereto, incorporated herein by reference pursuant
     to Items 3(d) and 3(e) of this Registration Statement.
   ** Incorporated by Reference.






Item 9.  Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall 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 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

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
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Mountain View, State of California on this 6th day of June, 2002.

                                                    SYNOPSYS, INC.


                                          By:      /s/ Robert B. Henske
                                                   --------------------------
                                                   Robert B. Henske
                                                   Chief Financial Officer

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

Signature                                   Title



*                                           Chief Executive Officer
-------------------------------------       (Principal Executive Officer) and
Aart J. de Geus                             Chairman of the Board of Directors



*                                           President, Chief Operating Officer
-------------------------------------       and Director
Chi-Foon Chan



*                                           Chief Financial Officer
-------------------------------------       (Principal Accounting Officer)
Robert B. Henske



*                                           Corporate Controller
-------------------------------------       (Principal Accounting Officer)
Richard Rowley



*                                           Director
-------------------------------------
Andy D. Bryant



*                                           Director
-------------------------------------
Deborah A. Coleman


*                                           Director
-------------------------------------
Bruce R. Chizen


*                                           Director
-------------------------------------
A. Richard Newton

*                                           Director
-------------------------------------
Sasson Somekh

*                                           Director
-------------------------------------
Steven C. Walske



Date: June 6, 2002



*By:/s/   Robert B. Henske
   -----------------------------------------
      Robert B. Henske, as Attorney-in-Fact


<PAGE>



<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

Exhibit Number             Exhibit

------------------------ ---------------------------------------------------------------------------------------------
<S>                      <C>
4.1*                     Instruments Defining the Rights of Stockholders.*
------------------------ ---------------------------------------------------------------------------------------------
4.2**                    Fourth  Amended  and  Restated  Certificate  of  Incorporation  (filed as Exhibit 3.1 to the
                         Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2001 (the
                         "Annual Report") and incorporated herein by reference)
------------------------ ---------------------------------------------------------------------------------------------
4.3**                    Restated  By-laws  of  Synopsys,  Inc.  (filed as  Exhibit  3.3 to the  Annual  Report)  and
                         incorporated herein by reference)
------------------------ ---------------------------------------------------------------------------------------------
4.4                      Avant! Corporation 1995 Stock Option/Stock Issuance Plan
------------------------ ---------------------------------------------------------------------------------------------
4.5                      Avant! Corporation 2000 Stock Option/Stock Issuance Plan
------------------------ ---------------------------------------------------------------------------------------------
4.6                      Chrysalis Symbolic Design, Inc. 1993 Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.7                      InterHDL, Inc. 1993 Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.8                      Integrated Silicon Systems, Inc. 1986 Incentive Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.9                      Integrated Silicon Systems, Inc. 1993 Incentive Stock Option Plan
------------------------ ---------------------------------------------------------------------------------------------
4.10                     Technology Modeling Associates 1996 Equity Incentive Plan
------------------------ ---------------------------------------------------------------------------------------------
5.1**                    Opinion of Cleary, Gottlieb, Steen & Hamilton
------------------------ ---------------------------------------------------------------------------------------------
23.1**                   Consent of KPMG LLP, Independent Auditors
------------------------ ---------------------------------------------------------------------------------------------
23.2**                   Consent of Cleary, Gottlieb, Steen & Hamilton is contained in Exhibit 5.1
------------------------ ---------------------------------------------------------------------------------------------
24.1**                   Power of Attorney.  Reference is made to page II-4 of this Registration Statement
------------------------ ---------------------------------------------------------------------------------------------
</TABLE>

   --------------------------------
   * Reference is made to the Registrant's Registration Statements on Form 8-A,
     including the exhibits thereto, incorporated herein by reference pursuant
     to Items 3(d) and 3(e) of this Registration Statement.
   **Incorporated by Reference.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>synex4-4_606.txt
<TEXT>
                                                                     Exhibit 4.4
                                                                     -----------

                               AVANT! CORPORATION
                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                      -------------------------------------
                 (AMENDED AND RESTATED AS OF FEBRUARY 27, 1998)


                                   ARTICLE ONE
                               GENERAL PROVISIONS
                               ------------------


     I.   PURPOSE OF THE PLAN

          This 1995 Stock Option/Stock Issuance Plan is intended to promote the
interests of Avant! Corporation, a Delaware corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.


     II.  STRUCTURE OF THE PLAN

          A. The Plan shall be divided into three separate equity programs:

                      (i) the Discretionary Option Grant Program under which
     eligible persons may, at the discretion of the Plan Administrator, be
     granted options to purchase shares of Common Stock,

                     (ii) the Stock Issuance Program under which eligible
     persons may, at the discretion of the Plan Administrator, be issued shares
     of Common Stock directly, either through the immediate purchase of such
     shares or as a bonus for services rendered to the Corporation (or any
     Parent or Subsidiary), and

                    (iii) the Automatic Option Grant Program under which
     Eligible Directors shall automatically receive option grants at periodic
     intervals to purchase shares of Common Stock.

          B. The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.


     III. ADMINISTRATION OF THE PLAN

          A. The Board and the Primary Committee shall have the authority to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to Section 16 Insiders.

          B. Administration of the Discretionary Option Grant and Stock Issuance
Programs with respect to all other persons eligible to participate in these
programs may, at the Board's discretion, be vested in the Primary Committee or a
Secondary Committee, or the Board may retain the power to administer these
programs with respect to all such persons. The members of the Secondary
Committee may be individuals who are Employees eligible to receive discretionary
option grants or direct stock issuances under the Plan or any stock option,
stock appreciation, stock bonus or other stock plan of the Corporation (or any
Parent or Subsidiary).

          C. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and shall be subject to
removal by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

          D. The Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any option or stock issuance thereunder.

          E. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

          F. Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to option
grants made thereunder.


     IV.  ELIGIBILITY

          A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

                      (i)  Employees,

                     (ii)  non-employee members of the Board or the
     board of directors of any Parent or Subsidiary, and

                    (iii)  consultants and other independent advisors who
     provide services to the Corporation (or any Parent or Subsidiary).

          B. The Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine (i)
with respect to the option grants under the Discretionary Option Grant Program,
which eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each such
grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
to be paid by the Participant for such shares.

          C. The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

          D. The individuals eligible to receive option grants under the
Automatic Option Grant Program shall be (i) those individuals who are serving as
non-employee Board members on the Effective Date or who are first elected or
appointed as non-employee Board members after such date, whether through
appointment by the Board or election by the Corporation's stockholders, and (ii)
those individuals who continue to serve as non-employee Board members after one
or more Annual Stockholders Meetings held after the Effective Date. A
non-employee Board member who has previously been in the employ of the
Corporation (or any Parent or Subsidiary) shall not be eligible to receive an
option grant under the Automatic Option Grant Program on the Effective Date or
at the time he or she first becomes a non-employee Board member, but such
individual shall be eligible to receive periodic option grants under the
Automatic Option Grant Program as a result of his or her continued service as a
non-employee Board member following one or more Annual Stockholders Meetings.


     V.   STOCK SUBJECT TO THE PLAN

          A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The number of shares of Common Stock that may be
issued over the term of the Plan shall not exceed 5,584,017 shares.(1) No
Incentive Options may be granted on the basis of 518,442 of such shares, which
resulted from two automatic annual increases equal to one percent (1%) of the
shares of Common Stock outstanding on December 31, 1996, and December 31, 1997,
respectively.


-----------
(1) Such authorized share reserve includes (i) 2,315,575 shares available at the
inception of the Plan, (ii) an increase of 750,000 shares authorized by the
Board under the Plan on April 10, 1996, and approved by the stockholders at the
1996 Annual Stockholders Meeting, (iii) an automatic annual increase of 249,520
shares effective January 1, 1997, (iv) an increase of 1,000,000 shares
authorized by the Board under the Plan on April 11, 1997, and approved by the
stockholders at the 1997 Annual Stockholders Meeting, (v) an automatic annual
increase of 268,922 shares effective January 1, 1998, and (vi) an increase of
1,000,000 shares authorized by the Board under the Plan on February 27, 1998,
and submitted to the stockholders for approval at the 1998 Annual Stockholders
Meeting.


          B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase by 500,000 shares on the first day of each
calendar year during the term of the Plan, beginning with the 1999 calendar
year.

          C. No one person participating in the Plan may receive options and
direct stock issuances for more than 1,000,000 shares of Common Stock in the
aggregate per calendar year over the term of the Plan.

          D. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
(including any options incorporated from the Predecessor Plan) expire or
terminate for any reason prior to exercise in full or (ii) the options are
canceled in accordance with the cancellation-regrant provisions of Article Two,
Section IV. All shares issued under the Plan (including shares issued upon
exercise of options incorporated from the Predecessor Plan), whether or not
those shares are subsequently repurchased by the Corporation pursuant to its
repurchase rights under the Plan, shall reduce on a share-for-share basis the
number of shares of Common Stock available for subsequent issuance under the
Plan. In addition, should the exercise price of an option under the Plan
(including any option incorporated from the Predecessor Plan) be paid with
shares of Common Stock or should shares of Common Stock otherwise issuable under
the Plan be withheld by the Corporation in satisfaction of the withholding taxes
incurred in connection with the exercise of an option or the vesting of a stock
issuance under the Plan, then the number of shares of Common Stock available for
issuance under the Plan shall be reduced by the gross number of shares for which
the option is exercised or which vest under the stock issuance, and not by the
net number of shares of Common Stock issued to the holder of such option or
stock issuance.

          E. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which the share
reserve is to increase automatically each year, (iii) the number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances over the term
of the Plan, (iv) the number and/or class of securities for which automatic
option grants are to be subsequently made per Eligible Director under the
Automatic Option Grant Program and (v) the number and/or class of securities and
the exercise price per share in effect under each outstanding option (including
any option incorporated from the Predecessor Plan) in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive.


                                   ARTICLE TWO
                       DISCRETIONARY OPTION GRANT PROGRAM
                       ----------------------------------


     I.   OPTION TERMS

          Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; PROVIDED, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

          A. EXERCISE PRICE.

               1.   The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

               2.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Five and the documents evidencing the option, be payable in one or more
of the forms specified below:

                      (i) cash or check made payable to the Corporation,

                     (ii) shares of Common Stock held for the requisite period
     necessary to avoid a charge to the Corporation's earnings for financial
     reporting purposes and valued at Fair Market Value on the Exercise Date, or

                    (iii) to the extent the option is exercised for vested
     shares, through a special sale and remittance procedure pursuant to which
     the Optionee shall concurrently provide irrevocable written instructions to
     (a) a Corporation-designated brokerage firm to effect the immediate sale of
     the purchased shares and remit to the Corporation, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     exercise price payable for the purchased shares plus all applicable
     Federal, state and local income and employment taxes required to be
     withheld by the Corporation by reason of such exercise and (b) the
     Corporation to deliver the certificates for the purchased shares directly
     to such brokerage firm in order to complete the sale transaction.

          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

          B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.


          C. EFFECT OF TERMINATION OF SERVICE.

               1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                      (i) Any option outstanding at the time of the Optionee's
     cessation of Service for any reason shall remain exercisable for such
     period of time thereafter as shall be determined by the Plan Administrator
     and set forth in the documents evidencing the option, but no such option
     shall be exercisable after the expiration of the option term.

                     (ii) Any option exercisable in whole or in part by the
     Optionee at the time of death may be subsequently exercised by the personal
     representative of the Optionee's estate or by the person or persons to whom
     the option is transferred pursuant to the Optionee's will or in accordance
     with the laws of descent and distribution.

                    (iii) During the applicable post-Service exercise period,
     the option may not be exercised in the aggregate for more than the number
     of vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if earlier) upon the expiration of the option term, the
     option shall terminate and cease to be outstanding for any vested shares
     for which the option has not been exercised. However, the option shall,
     immediately upon the Optionee's cessation of Service, terminate and cease
     to be outstanding to the extent it is not exercisable for vested shares on
     the date of such cessation of Service.

                     (iv) Should the Optionee's Service be terminated for
     Misconduct, then all outstanding options held by the Optionee shall
     terminate immediately and cease to be outstanding.

                      (v) In the event of a Corporate Transaction, the
     provisions of Section III of this Article Two shall govern the period for
     which the outstanding options are to remain exercisable following the
     Optionee's cessation of Service and shall supersede any provisions to the
     contrary in this section.

               2. The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to:

                      (i) extend the period of time for which the option is to
     remain exercisable following the Optionee's cessation of Service from the
     period otherwise in effect for that option to such greater period of time
     as the Plan Administrator shall deem appropriate, but in no event beyond
     the expiration of the option term, and/or


                     (ii) permit the option to be exercised, during the
     applicable post-Service exercise period, not only with respect to the
     number of vested shares of Common Stock for which such option is
     exercisable at the time of the Optionee's cessation of Service but also
     with respect to one or more additional installments in which the Optionee
     would have vested under the option had the Optionee continued in Service.

          D. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

          E. REPURCHASE RIGHTS. The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

          F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death. However, a Non-Statutory Option may
be assigned in accordance with the terms of a Qualified Domestic Relations
Order. The assigned option may only be exercised by the person or persons who
acquire a proprietary interest in the option pursuant to such Qualified Domestic
Relations Order. The terms applicable to the assigned option (or portion
thereof) shall be the same as those in effect for the option immediately prior
to such assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem appropriate.


     II.  INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options when
issued under the Plan shall NOT be subject to the terms of this Section II.

          A. ELIGIBILITY. Incentive Options may only be granted to Employees.

          B. EXERCISE PRICE. The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

          C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

          D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

     III. CORPORATE TRANSACTION/CHANGE IN CONTROL

          A. In the event of any Corporate Transaction, each outstanding option
shall automatically accelerate so that each such option shall, immediately prior
to the effective date of the Corporate Transaction, become fully exercisable for
all of the shares of Common Stock at the time subject to such option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding option shall NOT so accelerate if and to the extent: (i)
such option is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation (or parent thereof) or to be replaced with
a comparable option to purchase shares of the capital stock of the successor
corporation (or parent thereof), (ii) such option is to be replaced with a cash
incentive program of the successor corporation which preserves the spread
existing on the unvested option shares at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same vesting schedule
applicable to such option or (iii) the acceleration of such option is subject to
other limitations imposed by the Plan Administrator at the time of the option
grant. The determination of option comparability under clause (i) above shall be
made by the Plan Administrator, and its determination shall be final, binding
and conclusive.

          B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

          C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

          D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan on both an aggregate and per
Optionee basis following the consummation of such Corporate Transaction and (ii)
the exercise price payable per share under each outstanding option, PROVIDED the
aggregate exercise price payable for such securities shall remain the same.

          E. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time, shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the EARLIER of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.

          F. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to (i) provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Change in Control or (ii)
condition any such option acceleration (and the termination of any outstanding
repurchase rights) upon the subsequent Involuntary Termination of the Optionee's
Service within a specified period following the effective date of such Change in
Control. Any options accelerated in connection with a Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.

          G. The portion of any Incentive Option accelerated in connection with
a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

          H. The grant of options under the Discretionary Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.


     IV.  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new option grant date.


     V.   STOCK APPRECIATION RIGHTS

          A. The Plan Administrator shall have full power and authority to grant
to selected Optionees tandem stock appreciation rights and/or limited stock
appreciation rights.

          B. The following terms shall govern the grant and exercise of tandem
stock appreciation rights:

                      (i) One or more Optionees may be granted the right,
     exercisable upon such terms as the Plan Administrator may establish, to
     elect between the exercise of the underlying option for shares of Common
     Stock and the surrender of that option in exchange for a distribution from
     the Corporation in an amount equal to the excess of (A) the Fair Market
     Value (on the option surrender date) of the number of shares in which the
     Optionee is at the time vested under the surrendered option (or surrendered
     portion thereof) over (B) the aggregate exercise price payable for such
     shares.

                     (ii) No such option surrender shall be effective unless it
     is approved by the Plan Administrator. If the surrender is so approved,
     then the distribution to which the Optionee shall be entitled may be made
     in shares of Common Stock valued at Fair Market Value on the option
     surrender date, in cash, or partly in shares and partly in cash, as the
     Plan Administrator shall in its sole discretion deem appropriate.

                    (iii) If the surrender of an option is rejected by the Plan
     Administrator, then the Optionee shall retain whatever rights the Optionee
     had under the surrendered option (or surrendered portion thereof) on the
     option surrender date and may exercise such rights at any time prior to the
     LATER of (A) five (5) business days after the receipt of the rejection
     notice or (B) the last day on which the option is otherwise exercisable in
     accordance with the terms of the documents evidencing such option, but in
     no event may such rights be exercised more than ten (10) years after the
     option grant date.

          C. The following terms shall govern the grant and exercise of limited
stock appreciation rights:

                      (i) One or more Section 16 Insiders may be granted limited
     stock appreciation rights with respect to their outstanding options.

                     (ii) Upon the occurrence of a Hostile Take-Over, each such
     individual holding one or more options with such a limited stock
     appreciation right in effect for at least six (6) months shall have the
     unconditional right (exercisable for a thirty (30)-day period following
     such Hostile Take-Over) to surrender each such option to the Corporation,
     to the extent the option is at the time exercisable for vested shares of
     Common Stock. In return for the surrendered option, the Optionee shall
     receive a cash distribution from the Corporation in an amount equal to the
     excess of (A) the Take-Over Price of the shares of Common Stock which are
     at the time vested under each surrendered option (or surrendered portion
     thereof) over (B) the aggregate exercise price payable for such shares.
     Such cash distribution shall be paid within five (5) days following the
     option surrender date.

                    (iii) Neither the approval of the Plan Administrator nor
     the consent of the Board shall be required in connection with such option
     surrender and cash distribution.

                     (iv) The balance of the option (if any) shall continue in
     full force and effect in accordance with the documents evidencing such
     option.


                                  ARTICLE THREE
                             STOCK ISSUANCE PROGRAM
                             ----------------------

     I.   STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

          A.   PURCHASE PRICE.

               1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the stock issuance date.

               2. Subject to the provisions of Section I of Article Five, shares
of Common Stock may be issued under the Stock Issuance Program for one or both
of the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

                      (i) cash or check made payable to the Corporation, or

                     (ii) past services rendered to the Corporation (or any
     Parent or Subsidiary).

          B.   VESTING PROVISIONS.

               1. Shares of Common Stock issued under the Stock Issuance Program
may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the
Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

                      (i) the Service period to be completed by the Participant
     or the performance objectives to be attained,

                     (ii) the number of installments in which the shares are to
     vest,

                    (iii) the interval or intervals (if any) which are to lapse
     between installments, and

                     (iv) the effect which death, Permanent Disability or other
         event designated by the Plan Administrator is to have upon the vesting
         schedule, shall be determined by the Plan Administrator and
         incorporated into the Stock Issuance Agreement.

               2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

               3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

               4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to such surrendered shares.

               5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non-completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.


     II.  CORPORATE TRANSACTION/CHANGE IN CONTROL

          A. All of the outstanding repurchase rights under the Stock Issuance
Program shall terminate automatically, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
of any Corporate Transaction, except to the extent (i) those repurchase rights
are assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed in the Stock Issuance Agreement.

          B. Any repurchase rights that are assigned in the Corporate
Transaction shall automatically terminate, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Participant's Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date
of such Corporate Transaction.

          C. The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase right remains outstanding, to (i) provide for the
automatic termination of one or more outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those rights upon the
occurrence of a Change in Control or (ii) condition any such accelerated vesting
upon the subsequent Involuntary Termination of the Participant's Service within
a specified period following the effective date of such Change in Control.


     III. SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.


                                  ARTICLE FOUR
                         AUTOMATIC OPTION GRANT PROGRAM
                         ------------------------------

     I.   OPTION TERMS

          A. GRANT DATES. Option grants shall be made on the dates specified
below:

               1. Each Eligible Director who is a non-employee Board member on
the Effective Date and each Eligible Director who is first elected or appointed
as a non-employee Board member after such date shall automatically be granted,
on the Effective Date or on the date of such initial election or appointment (as
the case may be), a Non-Statutory Option to purchase 20,000 shares of Common
Stock.

               2. On the date of each Annual Stockholders Meeting, beginning
with the 1996 Annual Meeting, each individual who is to continue to serve as an
Eligible Director after such meeting shall automatically be granted, whether or
not such individual is standing for re-election as a Board member at that Annual
Meeting, a Non-Statutory Option to purchase an additional 5,000 shares of Common
Stock, provided such individual has served as a non-employee Board member for at
least six (6) months prior to the date of such Annual Meeting. There shall be no
limit on the number of such 5,000-share option grants any one Eligible Director
may receive over his or her period of Board service.

          B. EXERCISE PRICE.

               1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

               2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

          C. OPTION TERM. Each option shall have a term of ten (10) years
measured from the option grant date.

          D. EXERCISE AND VESTING OF OPTIONS. Each option shall be immediately
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the termination of the Optionee's Service
prior to vesting in those shares. Each initial grant shall vest, and the
Corporation's repurchase right shall lapse, in a series of four (4) equal and
successive annual installments over the Optionee's period of continued Service,
with the first such installment to vest upon the Optionee's completion of one
(1) year of Service measured from the option grant date. Each annual grant shall
vest, and the Corporation's repurchase right shall lapse, upon the Optionee's
completion of one (1) year of Service measured from the option grant date.

          E. EFFECT OF TERMINATION OF SERVICE. The following provisions shall
govern the exercise of any options held by the Optionee at the time the
Optionee's Service terminates:

                      (i) The Optionee (or, in the event of Optionee's death,
     the personal representative of the Optionee's estate or the person or
     persons to whom the option is transferred pursuant to the Optionee's will
     or in accordance with the laws of descent and distribution) shall have a
     twelve (12)-month period following the date of the termination of the
     Optionee's Service in which to exercise each such option.

                     (ii) During the twelve (12)-month exercise period, the
     option may not be exercised in the aggregate for more than the number of
     vested shares of Common Stock for which the option is exercisable at the
     time of the termination of the Optionee's Service.

                    (iii) Should the Optionee's Service terminate by reason of
     death or Permanent Disability, then all shares at the time subject to the
     option shall immediately vest so that such option may, during the twelve
     (12)-month exercise period following the termination of the Optionee's
     Service, be exercised for all or any portion of such shares as fully-vested
     shares of Common Stock.

                     (iv) In no event shall the option remain exercisable after
     the expiration of the option term. Upon the expiration of the twelve
     (12)-month exercise period or (if earlier) upon the expiration of the
     option term, the option shall terminate and cease to be outstanding for any
     vested shares for which the option has not been exercised. However, the
     option shall, immediately upon the termination of the Optionee's Service,
     terminate and cease to be outstanding to the extent it is not exercisable
     for vested shares on the date of the termination of the Optionee's Service.


     II.  CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

          A. In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of such shares as
fully-vested shares of Common Stock. Immediately following the consummation of
the Corporate Transaction, each automatic option grant shall terminate and cease
to be outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

          B. In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become fully exercisable
for all of the shares of Common Stock at the time subject to such option and may
be exercised for all or any portion of such shares as fully-vested shares of
Common Stock. Each such option shall remain exercisable for such fully-vested
option shares until the expiration or sooner termination of the option term or
the surrender of the option in connection with a Hostile Take-Over.

          C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have
a thirty (30)-day period in which to surrender to the Corporation each automatic
option held by him or her for a period of at least six (6) months. The Optionee
shall in return be entitled to a cash distribution from the Corporation in an
amount equal to the excess of (i) the Take-Over Price of the shares of Common
Stock at the time subject to the surrendered option (whether or not the Optionee
is otherwise at the time vested in those shares) over (ii) the aggregate
exercise price payable for such shares. Such cash distribution shall be paid
within five (5) days following the surrender of the option to the Corporation.
No approval or consent of the Board shall be required in connection with such
option surrender and cash distribution.

          D. The grant of options under the Automatic Option Grant Program shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.


     III. REMAINING TERMS

          The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.


                                  ARTICLE FIVE
                                  MISCELLANEOUS
                                  -------------

     I.   FINANCING

          A. The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price under the Discretionary Option Grant Program or
the purchase price for shares issued under the Stock Issuance Program by
delivering a promissory note payable in one or more installments. The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

          B. The Plan Administrator may, in its discretion, determine that one
or more such promissory notes shall be subject to forgiveness by the Corporation
in whole or in part upon such terms as the Plan Administrator may deem
appropriate.

     II.  TAX WITHHOLDING

          A. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of options or stock appreciation rights or upon the issuance or
vesting of such shares under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements.

          B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan (other than the options granted or the shares issued under the Automatic
Option Grant Program) with the right to use shares of Common Stock in
satisfaction of all or part of the Taxes incurred by such holders in connection
with the exercise of their options or the vesting of their shares. Such right
may be provided to any such holder in either or both of the following formats:

                      (i) STOCK WITHHOLDING: The election to have the
         Corporation withhold, from the shares of Common Stock otherwise
         issuable upon the exercise of such Non-Statutory Option or the vesting
         of such shares, a portion of those shares with an aggregate Fair Market
         Value equal to the percentage of the Taxes (not to exceed one hundred
         percent (100%)) designated by the holder.

                     (ii) STOCK DELIVERY:  The election to deliver to the
        Corporation, at the time the Non-Statutory Option is exercised or the
        shares vest, one or more shares of Common Stock previously acquired by
        such holder (other than in connection with the option exercise or share
        vesting triggering the Taxes)with an aggregate Fair Market Value equal
        to the percentage of the Taxes (not to exceed one hundred percent
        (100%)) designated by the holder.


     III. EFFECTIVE DATE AND TERM OF THE PLAN

          A. The Plan became effective on the Effective Date and the initial
options under the Automatic Option Grant Program were made to the Eligible
Directors at that time. The Plan serves as the successor to the Predecessor
Plan, and no further option grants shall be made under the Predecessor Plan
after the Effective Date. All options outstanding under the Predecessor Plan as
of such date were incorporated into the Plan and treated as outstanding options
under the Plan, upon approval of the Plan by the Corporation's stockholders.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

          B. One or more provisions of the Plan, including (without limitation)
the option/vesting acceleration provisions of Article Two relating to Corporate
Transactions and Changes in Control, may, in the Plan Administrator's
discretion, be extended to one or more options incorporated from the Predecessor
Plan which do not otherwise contain such provisions.

          C. The Plan shall terminate upon the EARLIEST of (i) March 31, 2005,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to the exercise of the options or the issuance of
shares (whether vested or unvested) under the Plan or (iii) the termination of
all outstanding options in connection with a Corporate Transaction. Upon such
Plan termination, all options and unvested stock issuances outstanding on such
date shall thereafter continue to have force and effect in accordance with the
provisions of the documents evidencing such options or issuances.


     IV.  AMENDMENT OF THE PLAN

          A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options, stock appreciation rights or unvested stock issuances at the time
outstanding under the Plan, unless the Optionee or the Participant consents to
such amendment or modification. In addition, the Board shall not, without the
approval of the Corporation's stockholders, (i) materially increase the maximum
number of shares issuable under the Plan, the number of shares for which options
may be granted under the Automatic Option Grant Program or the maximum number of
shares for which any one person may be granted options, separately exercisable
stock appreciation rights and direct stock issuances in the aggregate over the
term of the Plan, except for permissible adjustments in the event of certain
changes in the Corporation's capitalization, or (ii) materially modify the
eligibility requirements for Plan participation.


          B. Options to purchase shares of Common Stock may be granted under the
Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs are held in escrow until there is
obtained stockholder approval of an amendment sufficiently increasing the number
of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and
the Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically canceled and cease to
be outstanding.


     V.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.


     VI.  REGULATORY APPROVALS

          A. The implementation of the Plan, the granting of any option or stock
appreciation right under the Plan and the issuance of any shares of Common Stock
(i) upon the exercise of any option or stock appreciation right or (ii) under
the Stock Issuance Program shall be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options and stock appreciation rights granted under it and
the shares of Common Stock issued pursuant to it.

          B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.


     VII. NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

<PAGE>
                                    APPENDIX
                                    --------

          The following definitions shall be in effect under the Plan:

          A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option
grant program in effect under the Plan.

          B. BOARD shall mean the Corporation's Board of Directors.

          C. CHANGE IN CONTROL shall mean a change in ownership or control of
the Corporation effected through either of the following transactions:

                      (i) the acquisition, directly or indirectly, by any person
          or related group of persons (other than the Corporation or a person
          that directly or indirectly controls, is controlled by, or is under
          common control with, the Corporation), of beneficial ownership (within
          the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
          more than fifty percent (50%) of the total combined voting power of
          the Corporation's outstanding securities pursuant to a tender or
          exchange offer made directly to the Corporation's stockholders which
          the Board does not recommend such stockholders to accept, or

                     (ii) a change in the composition of the Board over a period
          of thirty-six (36) consecutive months or less such that a majority of
          the Board members ceases, by reason of one or more contested elections
          for Board membership, to be comprised of individuals who either (A)
          have been Board members continuously since the beginning of such
          period or (B) have been elected or nominated for election as Board
          members during such period by at least a majority of the Board members
          described in clause (A) who were still in office at the time the Board
          approved such election or nomination.

          D. CODE shall mean the Internal Revenue Code of 1986, as amended.

          E. COMMON STOCK shall mean the Corporation's common stock.

          F. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

                      (i) a merger or consolidation in which securities
          possessing more than fifty percent (50%) of the total combined voting
          power of the Corporation's outstanding securities are transferred to a
          person or persons different from the persons holding those immediately
          prior to such transaction; or

                      (ii) the sale, transfer or other disposition all or
          substantially all of the Corporation's assets in complete liquidation
          or dissolution of the Corporation.

          G. CORPORATION shall mean Avant! Corporation, a Delaware corporation.

          H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

          I. DOMESTIC RELATIONS ORDER shall mean any judgment, decree or order
(including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.

          J. EFFECTIVE DATE shall mean the date on which the Underwriting
Agreement is executed and the initial public offering price of the Common Stock
is established.

          K. ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible
to participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

          L. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

          M. EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

          N. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                      (i) If the Common Stock is at the time traded on the
          Nasdaq National Market, then the Fair Market Value shall be the
          closing price per share of Common Stock on the date in question, as
          such price is reported by the National Association of Securities
          Dealers on the Nasdaq National Market or any successor system. If
          there is no closing price for the Common Stock on the date in
          question, then the Fair Market Value shall be the closing price on the
          last preceding date for which such quotation exists.

                     (ii) If the Common Stock is at the time listed on any Stock
          Exchange, then the Fair Market Value shall be the closing selling
          price per share of Common Stock on the date in question on the Stock
          Exchange determined by the Plan Administrator to be the primary market
          for the Common Stock, as such price is officially quoted in the
          composite tape of transactions on such exchange. If there is no
          closing selling price for the Common Stock on the date in question,
          then the Fair Market Value shall be the closing selling price on the
          last preceding date for which such quotation exists.

                    (iii) For purposes of option grants made on the Effective
          Date, the Fair Market Value shall be deemed to be equal to the initial
          public offering price per share of Common Stock established at the
          time the Underwriting Agreement is executed.

          O. HOSTILE TAKE-OVER shall mean a change in ownership of the
Corporation effected through the following transaction:

                      (i) the acquisition, directly or indirectly, by any person
          or related group of persons (other than the Corporation or a person
          that directly or indirectly controls, is controlled by, or is under
          common control with, the Corporation) of beneficial ownership (within
          the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
          more than fifty percent (50%) of the total combined voting power of
          the Corporation's outstanding securities pursuant to a tender or
          exchange offer made directly to the Corporation's stockholders which
          the Board does not recommend such stockholders to accept, AND

                     (ii) more than fifty percent (50%) of the securities so
          acquired are accepted from persons other than Section 16 Insiders.

          P. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

          Q. INVOLUNTARY TERMINATION shall mean the termination of the Service
of any individual which occurs by reason of:

                     (i) such individual's involuntary dismissal or
          discharge by the Corporation for reasons other than Misconduct,
          or

                     (ii) such individual's voluntary resignation following (A)
          a change in his or her position with the Corporation which materially
          reduces his or her level of responsibility, (B) a reduction in his or
          her level of compensation (including base salary, fringe benefits and
          any non-discretionary and objective-standard incentive payment or
          bonus award) by more than fifteen percent (15%) or (C) a relocation of
          such individual's place of employment by more than fifty (50) miles,
          provided and only if such change, reduction or relocation is effected
          by the Corporation without the individual's consent.

          R. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

          S. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

          T. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

          U. OPTIONEE shall mean any person to whom an option is granted under
the Discretionary Option Grant or Automatic Option Grant Program.

          V. PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          W. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

          X. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for the purposes of the Automatic Option
Grant Program, Permanent Disability or Permanently Disabled shall mean the
inability of the non-employee Board member to perform his or her usual duties as
a Board member by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.

          Y. PLAN shall mean the Corporation's 1995 Stock Option/Stock Issuance
Plan, as set forth in this document.

          Z. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

          AA. PREDECESSOR PLAN shall mean the Corporation's 1993 Stock
Option/Stock Issuance Plan.

          BB. PRIMARY COMMITTEE shall mean a committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

          CC. QUALIFIED DOMESTIC RELATIONS ORDER shall mean a Domestic Relations
Order which substantially complies with the requirements of Code Section 414(p).
The Plan Administrator shall have the sole discretion to determine whether a
Domestic Relations Order is a Qualified Domestic Relations Order.

          DD. SECONDARY COMMITTEE shall mean a committee of one (1) or more
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

          EE. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

          FF. SECTION 12(g) REGISTRATION DATE shall mean the first date on which
the Common Stock is registered under Section 12(g) of the 1934 Act.

          GG. SERVICE shall mean the provision of services to the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

          HH. STOCK EXCHANGE shall mean either the American Stock Exchange or
the New York Stock Exchange.

          II. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

          JJ. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

          KK. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

          LL. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market
Value per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over. However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

          MM. TAXES shall mean the Federal, state and local income and
employment tax liabilities incurred by the holder of Non-Statutory Options or
unvested shares of Common Stock in connection with the exercise of such holder's
options or the vesting of his or her shares.

          NN. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

          OO. UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>synex4-5_606.txt
<TEXT>
                                                                     Exhibit 4.5
                                                                     -----------
                               AVANT! CORPORATION
                      2000 STOCK OPTION/STOCK ISSUANCE PLAN


                                   ARTICLE ONE
                               GENERAL PROVISIONS
                               ------------------


I.       PURPOSE OF THE PLAN
                  This 2000 Stock Option/Stock Issuance Plan is intended to
promote the interests of Avant! Corporation, a Delaware corporation, by
providing eligible persons with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to remain in the service of the Corporation.

                  Capitalized terms shall have the meanings assigned to such
terms in the attached Appendix.


II.      STRUCTURE OF THE PLAN
                  A. The Plan shall be divided into two separate equity
programs:

                           (i) the Discretionary Option Grant Program under
         which eligible persons may, at the discretion of the Plan
         Administrator, be granted options to purchase shares of Common Stock,
         and

                          (ii) the Stock Issuance Program under which eligible
         persons may, at the discretion of the Plan Administrator, be issued
         shares of Common Stock directly, either through the immediate purchase
         of such shares or as a bonus for services rendered to the Corporation
         (or any Parent or Subsidiary).

                  B. The provisions of Articles One and Four shall apply to all
equity programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.


III.     ADMINISTRATION OF THE PLAN

                  A. The Board and the Primary Committee shall have the
authority to administer the Discretionary Option Grant and Stock Issuance
Programs with respect to Section 16 Insiders.

                  B. Administration of the Discretionary Option Grant and Stock
Issuance Programs with respect to all other persons eligible to participate in
these programs may, at the Board's discretion, be vested in the Primary
Committee or a Secondary Committee, or the Board may retain the power to
administer these programs with respect to all such persons. The members of the
Secondary Committee may be individuals who are Employees eligible to receive
discretionary option grants or direct stock issuances under the Plan or any
stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

                  C. Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and shall be
subject to removal by the Board at any time. The Board may also at any time
terminate the functions of any Secondary Committee and reassume all powers and
authority previously delegated to such committee.

                  D. The Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any option or stock issuance thereunder.

                  E. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.


IV.      ELIGIBILITY
                  A. The persons eligible to participate in the Discretionary
Option Grant and Stock Issuance Programs are as follows:

                           (i) Employees,

                          (ii) non-employee members of the Board or the board
         of directors of any Parent or Subsidiary, and

                         (iii) consultants and other independent advisors who
         provide services to the Corporation (or any Parent or Subsidiary).

                  B. The Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine (i)
with respect to the option grants under the Discretionary Option Grant Program,
which eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each such
grant, the time or times at which each option is to become exercisable, the
vesting schedule (if any) applicable to the option shares and the maximum term
for which the option is to remain outstanding and (ii) with respect to stock
issuances under the Stock Issuance Program, which eligible persons are to
receive stock issuances, the time or times when such issuances are to be made,
the number of shares to be issued to each Participant, the vesting schedule (if
any) applicable to the issued shares and the consideration to be paid by the
Participant for such shares.

                  C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Discretionary Option Grant
Program or to effect stock issuances in accordance with the Stock Issuance
Program.


V.       STOCK SUBJECT TO THE PLAN
                  A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The number of shares of Common Stock that
may be issued over the term of the Plan shall be equal to the sum of (i)
2,000,000 shares of Common Stock, and (ii) additional shares of Common Stock, to
the extent authorized by the Board, that are reacquired by the Corporation in
the open market or in private transactions after the Effective Date. All options
granted under the Plan will be Non-Statutory Options..

                  B. The number of shares of Common Stock available for issuance
under the Plan shall automatically increase by 500,000 shares on the first day
of each calendar year during the term of the Plan, beginning with the 2001
calendar year.

                  C. Shares of Common Stock subject to outstanding options shall
be available for subsequent issuance under the Plan to the extent (i) the
options expire, terminate or are forfeited for any reason prior to exercise in
full, (ii) the options are canceled in accordance with the cancellation-regrant
provisions of Article Two, Section IV, or (iii) the shares acquired upon
exercise are repurchased by the Corporation pursuant to its repurchase rights
under the Plan All other shares issued under the Plan shall reduce on a
share-for-share basis the number of shares of Common Stock available for
subsequent issuance under the Plan. In addition, should the exercise price of an
option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option or the vesting of a stock issuance under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced
only by the net number of shares of Common Stock issued to the holder of such
option or stock issuance and not by the gross number of shares for which the
option is exercised or which vest under the stock issuance.

                  D. Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities for which
the share reserve is to increase automatically each year, (iii) the number
and/or class of securities for which any one person may be granted options,
separately exercisable stock appreciation rights and direct stock issuances over
the term of the Plan, and (iv) the number and/or class of securities and the
exercise price per share in effect under each outstanding option in order to
prevent the dilution or enlargement thereof. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.


                                   ARTICLE TWO
                       DISCRETIONARY OPTION GRANT PROGRAM
                       ----------------------------------


I.       OPTION TERMS
                  Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below.

                  A. Exercise Price.

                           1. The exercise price per share shall be fixed by the
Plan Administrator but shall not be less than eighty-five percent (85%) of the
Fair Market Value per share of Common Stock on the option grant date.

                           2. The exercise price shall become immediately due
upon exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in one or more
of the forms specified below:

                              (i) cash or check made payable to the Corporation,

                              (ii) shares of Common Stock held for the requisite
         period necessary to avoid a charge to the Corporation's earnings for
         financial reporting purposes and valued at Fair Market Value on the
         Exercise Date, or

                              (iii) to the extent the option is exercised for
         vested shares, through a special sale and remittance procedure pursuant
         to which the Optionee shall concurrently provide irrevocable written
         instructions to (a) a Corporation-designated brokerage firm to effect
         the immediate sale of the purchased shares and remit to the
         Corporation, out of the sale proceeds available on the settlement date,
         sufficient funds to cover the aggregate exercise price payable for the
         purchased shares plus all applicable Federal, state and local income
         and employment taxes required to be withheld by the Corporation by
         reason of such exercise and (b) the Corporation to deliver the
         certificates for the purchased shares directly to such brokerage firm
         in order to complete the sale transaction.

                  Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

                  B. Exercise and Term of Options. Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option. However, no option shall have a term in excess
of ten (10) years measured from the option grant date.

                  C. Effect of Termination of Service.

                           1. The following provisions shall govern the exercise
of any options held by the Optionee at the time of cessation of Service or
death:

                              (i) Any option outstanding at the time of the
         Optionee's cessation of Service for any reason shall remain exercisable
         for such period of time thereafter as shall be determined by the Plan
         Administrator and set forth in the documents evidencing the option, but
         no such option shall be exercisable after the expiration of the option
         term.

                              (ii) Any option exercisable in whole or in part by
         the Optionee at the time of death may be subsequently exercised by the
         personal representative of the Optionee's estate or by the person or
         persons to whom the option is transferred pursuant to the Optionee's
         will or in accordance with the laws of descent and distribution.

                              (iii) During the applicable post-Service exercise
         period, the option may not be exercised in the aggregate for more than
         the number of vested shares for which the option is exercisable on the
         date of the Optionee's cessation of Service. Upon the expiration of the
         applicable exercise period or (if earlier) upon the expiration of the
         option term, the option shall terminate and cease to be outstanding for
         any vested shares for which the option has not been exercised. However,
         the option shall, immediately upon the Optionee's cessation of Service,
         terminate and cease to be outstanding to the extent it is not
         exercisable for vested shares on the date of such cessation of Service.

                              (iv) Should the Optionee's Service be terminated
         for Misconduct, then all outstanding options held by the Optionee shall
         terminate immediately and cease to be outstanding.

                              (v) In the event of a Corporate Transaction, the
         provisions of Section III of this Article Two shall govern the period
         for which the outstanding options are to remain exercisable following
         the Optionee's cessation of Service and shall supersede any provisions
         to the contrary in this section.

                           2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                              (i) extend the period of time for which the option
         is to remain exercisable following the Optionee's cessation of Service
         from the period otherwise in effect for that option to such greater
         period of time as the Plan Administrator shall deem appropriate, but in
         no event beyond the expiration of the option term, and/or

                              (ii) permit the option to be exercised, during the
         applicable post-Service exercise period, not only with respect to the
         number of vested shares of Common Stock for which such option is
         exercisable at the time of the Optionee's cessation of Service but also
         with respect to one or more additional installments in which the
         Optionee would have vested under the option had the Optionee continued
         in Service.

                  D. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

                  E. Repurchase Rights. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

                  F. Limited Transferability of Options. During the lifetime of
the Optionee, the option shall be exercisable only by the Optionee unless the
option is assigned or transferred in accordance with this paragraph. Except as
otherwise determined by the Plan Administrator and incorporated in the documents
evidencing the option, an option shall not be assignable or transferable other
than by will or by the laws of descent and distribution following the Optionee's
death. Notwithstanding the foregoing, an option may be assigned in accordance
with the terms of a Qualified Domestic Relations Order. An assigned option may
only be exercised by the person or persons who acquire a proprietary interest in
the option in accordance with this paragraph. . The terms applicable to an
assigned option (or portion thereof) shall be the same as those in effect for
the option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate.


II.      CORPORATE TRANSACTION/CHANGE IN CONTROL
                  A. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant. The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.

                  B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

                  C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

                  D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan on both an aggregate and per
Optionee basis following the consummation of such Corporate Transaction and (ii)
the exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same.

                  E. Any options which are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time, shall automatically
accelerate (and any of the Corporation's outstanding repurchase rights which do
not otherwise terminate at the time of the Corporate Transaction shall
automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.

                  F. The Plan Administrator shall have the discretion,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to (i) provide for the automatic acceleration of one
or more outstanding options (and the automatic termination of one or more
outstanding repurchase rights with the immediate vesting of the shares of Common
Stock subject to those rights) upon the occurrence of a Change in Control or
(ii) condition any such option acceleration (and the termination of any
outstanding repurchase rights) upon the subsequent Involuntary Termination of
the Optionee's Service within a specified period following the effective date of
such Change in Control. Any options accelerated in connection with a Change in
Control shall remain fully exercisable until the expiration or sooner
termination of the option term.

                  G. The grant of options under the Discretionary Option Grant
Program shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.


III.     CANCELLATION AND REGRANT OF OPTIONS
                  The Plan Administrator shall have the authority to effect, at
any time and from time to time, with the consent of the affected option holders,
the cancellation of any or all outstanding options under the Discretionary
Option Grant Program and to grant in substitution new options covering the same
or different number of shares of Common Stock but with an exercise price per
share based on the Fair Market Value per share of Common Stock on the new option
grant date.


IV.      STOCK APPRECIATION RIGHTS
                  A. The Plan Administrator shall have full power and authority
to grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

                  B. The following terms shall govern the grant and exercise of
tandem stock appreciation rights:

                           (i) One or more Optionees may be granted the right,
         exercisable upon such terms as the Plan Administrator may establish, to
         elect between the exercise of the underlying option for shares of
         Common Stock and the surrender of that option in exchange for a
         distribution from the Corporation in an amount equal to the excess of
         (A) the Fair Market Value (on the option surrender date) of the number
         of shares in which the Optionee is at the time vested under the
         surrendered option (or surrendered portion thereof) over (B) the
         aggregate exercise price payable for such shares.

                           (ii) No such option surrender shall be effective
         unless it is approved by the Plan Administrator. If the surrender is so
         approved, then the distribution to which the Optionee shall be entitled
         may be made in shares of Common Stock valued at Fair Market Value on
         the option surrender date, in cash, or partly in shares and partly in
         cash, as the Plan Administrator shall in its sole discretion deem
         appropriate.

                           (iii) If the surrender of an option is rejected by
         the Plan Administrator, then the Optionee shall retain whatever rights
         the Optionee had under the surrendered option (or surrendered portion
         thereof) on the option surrender date and may exercise such rights at
         any time prior to the later of (A) five (5) business days after the
         receipt of the rejection notice or (B) the last day on which the option
         is otherwise exercisable in accordance with the terms of the documents
         evidencing such option, but in no event may such rights be exercised
         more than ten (10) years after the option grant date.

                  C. The following  terms shall govern the grant and exercise of
limited  stock  appreciation rights:

                           (i) One or more Section 16 Insiders may be granted
         limited stock appreciation rights with respect to their outstanding
         options.

                           (ii) Upon the occurrence of a Hostile Take-Over, each
         such individual holding one or more options with such a limited stock
         appreciation right in effect for at least six (6) months shall have the
         unconditional right (exercisable for a thirty (30)-day period following
         such Hostile Take-Over) to surrender each such option to the
         Corporation, to the extent the option is at the time exercisable for
         vested shares of Common Stock. In return for the surrendered option,
         the Optionee shall receive a cash distribution from the Corporation in
         an amount equal to the excess of (A) the Take-Over Price of the shares
         of Common Stock which are at the time vested under each surrendered
         option (or surrendered portion thereof) over (B) the aggregate exercise
         price payable for such shares. Such cash distribution shall be paid
         within five (5) days following the option surrender date.

                           (iii) Neither the approval of the Plan Administrator
         nor the consent of the Board shall be required in connection with such
         option surrender and cash distribution.

                           (iv) The balance of the option (if any) shall
         continue in full force and effect in accordance with the documents
         evidencing such option.


                                  ARTICLE THREE
                             STOCK ISSUANCE PROGRAM
                             ----------------------


I.       STOCK ISSUANCE TERMS
                  Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

                  A. Purchase Price.

                           1. The purchase price per share shall be fixed by the
Plan Administrator, but shall not be less than eighty-five percent (85%) of the
Fair Market Value per share of Common Stock on the stock issuance date.

                           2. Subject to the provisions of Section I of Article
Five, shares of Common Stock may be issued under the Stock Issuance Program for
one or both of the following items of consideration which the Plan Administrator
may deem appropriate in each individual instance:

                           (i) cash or check made payable to the Corporation, or

                           (ii) past services rendered to the Corporation (or
         any Parent or Subsidiary).

                  B.       Vesting Provisions.

                           1. Shares of Common Stock issued under the Stock
Issuance Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

                           (i) the Service period to be completed by the
         Participant or the performance objectives to be attained,

                           (ii) the number of installments in which the shares
         are to vest,

                           (iii) the interval or intervals (if any) which are to
         lapse between installments, and

                           (iv) the effect which death, Permanent Disability or
         other event designated by the Plan Administrator is to have upon the
         vesting schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

                           2. Any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend)
which the Participant may have the right to receive with respect to the
Participant's unvested shares of Common Stock by reason of any stock dividend,
stock split, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration shall be issued subject to (i) the same
vesting requirements applicable to the Participant's unvested shares of Common
Stock and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.

                           3. The Participant shall have full stockholder rights
with respect to any shares of Common Stock issued to the Participant under the
Stock Issuance Program, whether or not the Participant's interest in those
shares is vested. Accordingly, the Participant shall have the right to vote such
shares and to receive any regular cash dividends paid on such shares.

                           4. Should the Participant cease to remain in Service
while holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to such surrendered shares.

                           5. The Plan Administrator may in its discretion waive
the surrender and cancellation of one or more unvested shares of Common Stock
(or other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non-completion of the vesting
schedule applicable to such shares. Such waiver shall result in the immediate
vesting of the Participant's interest in the shares of Common Stock as to which
the waiver applies. Such waiver may be effected at any time, whether before or
after the Participant's cessation of Service or the attainment or non-attainment
of the applicable performance objectives.


II.      CORPORATE TRANSACTION/CHANGE IN CONTROL
                  A. All of the outstanding repurchase rights under the Stock
Issuance Program shall terminate automatically, and all the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the
event of any Corporate Transaction, except to the extent (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed in the Stock Issuance Agreement.

                  B. Any repurchase rights that are assigned in the Corporate
Transaction shall automatically terminate, and all the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Participant's Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date
of such Corporate Transaction.

                  C. The Plan Administrator shall have the discretion,
exercisable either at the time the unvested shares are issued or at any time
while the Corporation's repurchase right remains outstanding, to (i) provide for
the automatic termination of one or more outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those rights upon the
occurrence of a Change in Control or (ii) condition any such accelerated vesting
upon the subsequent Involuntary Termination of the Participant's Service within
a specified period following the effective date of such Change in Control.


III.     SHARE ESCROW/LEGENDS
                  Unvested shares may, in the Plan Administrator's discretion,
be held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.


                                  ARTICLE FOUR
                                  MISCELLANEOUS
                                  -------------


I.       FINANCING
                  A. The Plan Administrator may permit any Optionee or
Participant to pay the option exercise price under the Discretionary Option
Grant Program or the purchase price for shares issued under the Stock Issuance
Program by delivering a promissory note payable in one or more installments. The
terms of any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

                  B. The Plan Administrator may, in its discretion, determine
that one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

II.      TAX WITHHOLDING
                  A. The Corporation's obligation to deliver shares of Common
Stock upon the exercise of options or stock appreciation rights or upon the
issuance or vesting of such shares under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income and employment
tax withholding requirements.

                  B. The Plan Administrator may, in its discretion, provide any
or all holders of options or unvested shares of Common Stock under the Plan with
the right to use shares of Common Stock in satisfaction of all or part of the
Taxes incurred by such holders in connection with the exercise of their options
or the vesting of their shares. Such right may be provided to any such holder in
either or both of the following formats:

                           (i) Stock Withholding: The election to have the
         Corporation withhold, from the shares of Common Stock otherwise
         issuable upon the exercise of such option or the vesting of such
         shares, a portion of those shares with an aggregate Fair Market Value
         equal to the percentage of the Taxes (not to exceed one hundred percent
         (100%)) designated by the holder.

                           (ii) Stock Delivery: The election to deliver to the
         Corporation, at the time the option is exercised or the shares vest,
         one or more shares of Common Stock previously acquired by such holder
         (other than in connection with the option exercise or share vesting
         triggering the Taxes) with an aggregate Fair Market Value equal to the
         percentage of the Taxes (not to exceed one hundred percent (100%))
         designated by the holder.


III.     EFFECTIVE DATE AND TERM OF THE PLAN
                  A. The Plan shall become effective on the Effective Date.

                  B. The Plan shall remain in effect until it is terminated. The
Board may terminate the Plan at any time and for any reason, provided, however,
that upon such Plan termination, all options, stock appreciation rights and
unvested stock issuances outstanding on such date shall thereafter continue to
have force and effect in accordance with the provisions of the documents
evidencing such options or issuances.


IV.      AMENDMENT OF THE PLAN
                  A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to options, stock appreciation rights or unvested stock issuances at the
time outstanding under the Plan, unless the Optionee or the Participant consents
to such amendment or modification.

                  B. Options to purchase shares of Common Stock may be granted
under the Discretionary Option Grant Program and shares of Common Stock may be
issued under the Stock Issuance Program that are in each instance in excess of
the number of shares then available for issuance under the Plan, provided any
excess shares actually issued under those programs are held in escrow until
there is obtained approval by the Board of an amendment sufficiently increasing
the number of shares of Common Stock available for issuance under the Plan. If
such approval is not obtained within twelve (12) months after the date the first
such excess issuances are made, then (i) any unexercised options granted on the
basis of such excess shares shall terminate and cease to be outstanding and (ii)
the Corporation shall promptly refund to the Optionees and the Participants the
exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically canceled and cease to be outstanding.


V.       USE OF PROCEEDS
                  Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.


VI.      REGULATORY APPROVALS
                  A. The implementation of the Plan, the granting of any option
or stock appreciation right under the Plan and the issuance of any shares of
Common Stock (i) upon the exercise of any option or stock appreciation right or
(ii) under the Stock Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options and stock appreciation rights
granted under it and the shares of Common Stock issued pursuant to it.

                  B. No shares of Common Stock or other assets shall be issued
or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of Federal and state securities laws, including
the filing and effectiveness of the Form S-8 registration statement for the
shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.


VII.     NO EMPLOYMENT/SERVICE RIGHTS
                  Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

<PAGE>
                                    APPENDIX



                  The following definitions shall be in effect under the Plan:

                  A. Board shall mean the Corporation's Board of Directors.

                  B. Change in Control shall mean a change in ownership or
control of the Corporation effected through either of the following
transactions:

                           (i) the acquisition, directly or indirectly, by any
                  person or related group of persons (other than the Corporation
                  or a person that directly or indirectly controls, is
                  controlled by, or is under common control with, the
                  Corporation), of beneficial ownership (within the meaning of
                  Rule 13d-3 of the 1934 Act) of securities possessing more than
                  fifty percent (50%) of the total combined voting power of the
                  Corporation's outstanding securities pursuant to a tender or
                  exchange offer made directly to the Corporation's stockholders
                  which the Board does not recommend such stockholders to
                  accept, or

                           (ii) a change in the composition of the Board over a
                  period of thirty-six (36) consecutive months or less such that
                  a majority of the Board members ceases, by reason of one or
                  more contested elections for Board membership, to be comprised
                  of individuals who either (A) have been Board members
                  continuously since the beginning of such period or (B) have
                  been elected or nominated for election as Board members during
                  such period by at least a majority of the Board members
                  described in clause (A) who were still in office at the time
                  the Board approved such election or nomination.

                  C. Code shall mean the Internal Revenue Code of 1986, as
amended.

                  D. Common Stock shall mean the Corporation's common stock.

                  E. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

                           (i) a merger or consolidation in which securities
                  possessing more than fifty percent (50%) of the total combined
                  voting power of the Corporation's outstanding securities are
                  transferred to a person or persons different from the persons
                  holding those immediately prior to such transaction; or

                           (ii) the sale, transfer or other disposition of all
                  or substantially all of the Corporation's assets in complete
                  liquidation or dissolution of the Corporation.

                  F. Corporation shall mean Avant! Corporation, a Delaware
corporation.

                  G. Discretionary Option Grant Program shall mean the
discretionary option grant program in effect under the Plan.

                  H. Domestic Relations Order shall mean any judgment, decree or
order (including approval of a property settlement agreement) which provides or
otherwise conveys, pursuant to applicable State domestic relations laws
(including community property laws), marital property rights to any spouse or
former spouse of the Optionee.

                  I. Effective Date shall mean the date on which the Plan is
adopted by the Board.

                  J. Eligible Director shall mean a non-employee Board member
eligible to participate in the Option Grant Program in accordance with the
eligibility provisions of Article One.

                  K. Employee shall mean an individual who is in the employ of
the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

                  L. Exercise Date shall mean the date on which the Corporation
shall have received written notice of the option exercise.

                  M. Fair Market Value per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

                           (i) If the Common Stock is at the time traded on the
                  Nasdaq National Market, then the Fair Market Value shall be
                  the closing price per share of Common Stock on the date in
                  question, as such price is reported by the National
                  Association of Securities Dealers on the Nasdaq National
                  Market or any successor system. If there is no closing price
                  for the Common Stock on the date in question, then the Fair
                  Market Value shall be the closing price on the last preceding
                  date for which such quotation exists.

                           (ii) If the Common Stock is at the time listed on any
                  Stock Exchange, then the Fair Market Value shall be the
                  closing selling price per share of Common Stock on the date in
                  question on the Stock Exchange determined by the Plan
                  Administrator to be the primary market for the Common Stock,
                  as such price is officially quoted in the composite tape of
                  transactions on such exchange. If there is no closing selling
                  price for the Common Stock on the date in question, then the
                  Fair Market Value shall be the closing selling price on the
                  last preceding date for which such quotation exists.

                  N. Hostile Take-Over shall mean a change in ownership of the
Corporation effected through the following transaction:

                           (i) the acquisition, directly or indirectly, by any
                  person or related group of persons (other than the Corporation
                  or a person that directly or indirectly controls, is
                  controlled by, or is under common control with, the
                  Corporation) of beneficial ownership (within the meaning of
                  Rule 13d-3 of the 1934 Act) of securities possessing more than
                  fifty percent (50%) of the total combined voting power of the
                  Corporation's outstanding securities pursuant to a tender or
                  exchange offer made directly to the Corporation's stockholders
                  which the Board does not recommend such stockholders to
                  accept, and

                           (ii) more than fifty percent (50%) of the securities
                  so acquired are accepted from persons other than Section 16
                  Insiders.

                  O. Involuntary Termination shall mean the termination of the
Service of any individual which occurs by reason of:

                           (i) such individual's involuntary dismissal or
                  discharge by the Corporation for reasons other than
                  Misconduct, or

                           (ii) such individual's voluntary resignation
                  following (A) a change in his or her position with the
                  Corporation which materially reduces his or her level of
                  responsibility, (B) a reduction in his or her level of
                  compensation (including base salary, fringe benefits and any
                  non-discretionary and objective-standard incentive payment or
                  bonus award) by more than fifteen percent (15%) or (C) a
                  relocation of such individual's place of employment by more
                  than fifty (50) miles, provided and only if such change,
                  reduction or relocation is effected by the Corporation without
                  the individual's consent.

                  P. Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

                  Q. 1934 Act shall mean the Securities Exchange Act of 1934, as
amended.

                  R. Non-Statutory Options shall mean options not intended to
satisfy the requirements of Code Section 422.

                  S. Optionee shall mean any person to whom an option is granted
under the Discretionary Option Grant Program.

                  T. Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                  U. Participant shall mean any person who is issued shares of
Common Stock under the Stock Issuance Program.

                  V. Permanent Disability or Permanently Disabled shall mean the
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.

                  W. Plan shall mean the Corporation's 2000 Stock Option/Stock
Issuance Plan, as set forth in this document.

                  X. Plan Administrator shall mean the particular entity,
whether the Primary Committee, the Board or the Secondary Committee, which is
authorized to administer the Discretionary Option Grant and Stock Issuance
Programs with respect to one or more classes of eligible persons, to the extent
such entity is carrying out its administrative functions under those programs
with respect to the persons under its jurisdiction.

                  Y. Primary Committee shall mean a committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

                  Z. Qualified Domestic Relations Order shall mean a Domestic
Relations Order which substantially complies with the requirements of Code
Section 414(p). The Plan Administrator shall have the sole discretion to
determine whether a Domestic Relations Order is a Qualified Domestic Relations
Order.

                  AA. Secondary Committee shall mean a committee of one (1) or
more Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

                  BB. Section 16 Insider shall mean an officer or director of
the Corporation subject to the short-swing profit liabilities of Section 16 of
the 1934 Act.

                  CC. Service shall mean the provision of services to the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

                  DD. Stock Exchange shall mean either the American Stock
Exchange or the New York Stock Exchange.

                  EE. Stock Issuance Agreement shall mean the agreement entered
into by the Corporation and the Participant at the time of issuance of shares of
Common Stock under the Stock Issuance Program.

                  FF. Stock Issuance Program shall mean the stock issuance
program in effect under the Plan.

                  GG. Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

                  HH. Take-Over Price shall mean the greater of (i) the Fair
Market Value per share of Common Stock on the date the option is surrendered to
the Corporation in connection with a Hostile Take-Over or (ii) the highest
reported price per share of Common Stock paid by the tender offeror in effecting
such Hostile Take-Over.

                  II. Taxes shall mean the Federal, state and local income and
employment tax liabilities incurred by the holder of Non-Statutory Options or
unvested shares of Common Stock in connection with the exercise of such holder's
options or the vesting of his or her shares.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>5
<FILENAME>ex4-6.txt
<TEXT>
                                                                     Exhibit 4.6
                                                                     -----------

                         CHYRSALIS SYMBOLIC DESIGN, INC.

                             1993 STOCK OPTION PLAN

1.       PURPOSE

         The purpose of this 1993 Stock Option Plan (the "Plan") is to advance
the interests of CHRYSALIS SYMBOLIC DESIGN, INC. (the "Company") by enhancing
the ability at the Company and its subsidiaries to attract and retain employees,
consultants or advisers who are in a position to make significant contributions
to the success of the Company; to reward such individuals tar their
contributions g and to encourage such individuals to take into account the
long-ten interests of the Company through interests in shares of the Company's
common stock (the "Stock"). Any employee, consultant or adviser designated to
participate in the Plan is referred to as a "participant".

         Options granted pursuant to the Plan may be incentive stock options as
defined in section 422 of the Internal Revenue Code of 1906 (as from time to
time amended, the "Code") (any option that is intended so to qualify as an
incentive stock option being referred to herein as an "incentive option"), or
options that are not incentive options, or both. Except as otherwise expressly
provided with respect to an option grant, no option granted pursuant to the Plan
shall be an incentive option.

2.       ADMINISTRATION

         The Plan shall be administered by the Board of Directors (the "Board")
of the Company. The Board shall have authority, not inconsistent with the
express provisions of the Plan, (a) to grant awards consisting or options or
stack appreciation rights ("SARs") or both, to such participants as the Board
may select; (b) to determine the time at, times when awards shall be granted and
the number of shares of stock subject to each award; (c) to determine which
options are, and which options are not, incentive options; (d) to determine the
terms and conditions of each Award; (e) to prescribe the form or forms of any
instruments evidencing awards and any other instruments required under the Plan
and to change such forms from time to time; (f) to adopt, emend and rescind
rules and regulations for the administration of the Plan; and (g) to interpret
the Plan and to decide any questions and settle all controversies and disputes,
that may arise in connection with the Plan. Such determinations of the Board
shall be conclusive and shall bind all parties. Subject to Section 8 the Board
shall also have the authority, both generally and in particular instances, to
waive compliance by a participant with any obligation to be performed by him
under an award, to waive any condition or provision of an award, and to amend or
cancel any award (and if an award is canceled, to grant a new award on such
terms as the Board shall specify), except that the Board may not take any action
with respect to an outstanding award that would adversely affect the rights of
the participant under such award without such participant's consent. Nothing in
the preceding sentence shall be construed as limiting the power of the Board to
make adjustments required by Section 4(c) and Section 6(j).

         The Board may, in its discretion, delegate some or all of its powers
with respect to the Plan to a Committee (the "Committee"), in which' event all
references (as appropriate) to the Board hereunder shall be deemed to refer to
the committee. The Committee, if one is appointed, shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations at the Committee shall be made by a majority of its
members. Any determination of the committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. On and after registration of the Stock under the Securities
Exchange Act of 1934, the Board shall delegate the power to a elect directors
and officers to native awards under the Plan and the timing, pricing and .amount
of such awards to a committee, all members of which shall be disinterested
persons within the meaning of Rule 16b-3 under that Act.

3.       EFFECTIVE DATE AND TERM OF PLAN

         The Plan shall become effective on the date on which it is approved by
the shareholder at the Company. Grants of awards under the Plan may be made
prior to that date (but after Board adoption of the Plan), subject act to
approval of the Plan by such shareholders.

         No awards shall be granted under the Plan after the completion of ten
years trot the date on which the Plan was adopted by the Board, but awards
previously granted may extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN

         (a) Number of Shares. Subject to adjustment as provided in Section
4(c), the aggregate number of shins of Stock that may be delivered upon the
exercise of awards granted under the Plan shall be 407,635. If any award granted
under the Plan terminates without having been exercised is full, or upon
exercise is satisfied other than by delivery of Stock, the number of shares of
shares of stock as to which such award was not exercised shall be available fur
future grants within the limits set forth in this Section 4(a).

         (b) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of stock shall be delivered under the Plan.

         (c) Changes in Stock. In the event of a stack dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stack or securities of the Company
subject to awards then outstanding or subsequently granted under the Plan, the
exercise price of such awards, the maximum number of shares or securities that
nay be delivered under the Plan, and other relevant provisions shall be
appropriately adjusted by the Board, whose determination shall be binding on all
persons.

         The Board may also adjust the number of shares subject to outstanding
awards, the exercise price of outstanding awards and the terms of outstanding
awards, to take into consideration material changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers (except those
described in Section 6(j)), acquisitions or dispositions of stock or property or
any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an incentive option, without the
consent of the participant, if it would constitute a modification, extension or
renewal of the option within the meaning of Section 424(h) of the Code.

5.       ELIGIBILITY FOR AWARDS

         Persons eligible to receive awards under the Plan shall be those
participants who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company and its subsidiaries. A
subsidiary for purposes of the Plan shall be a corporation in which the Company
owns, directly or indirectly, stock possessing 50% or sore of the total combined
voting power at all classes of stock. Incentive options shall be granted only to
"employees" as defined in the provisions of the Code or regulations thereunder
applicable to incentive stock options.

6.       TERMS AND CONDITIONS OF OPTIONS AND SARS

         (a) Exercise Price of Options. The exercise price of each option shall
be determined by the Board but in the case of an incentive option shall not be
less than 100% (110%, in the case of an incentive option granted to a
ten-percent shareholder) of the fair market value of the Stock at the time the
option is granted; nor shall the exercise price be less, in the case of an
original issue of authorized stock, than par value. Per this "fair market value"
in the case of incentive options the sac meaning as it does in the provisions of
the Code sad the regulations thereunder applicable to incentive options; and
"ten-percent shareholder" shall mean any participant who at the time at grant
owns directly, or by reason of the attribution rules set forth in section 424(d)
of the Code is deemed to own, stock possessing more than 10% at the total
combined voting power of all classes of stock of the Company or at any of its
parent or subsidiary corporations.

         (b) Duration of Options. An option Shall be exercisable during such
period or periods as the Board say specify. The latest date on which an option
may be exercised (the "Final Exercise Date") shall be the date which is ten
years (five years, in the cast of an incentive option granted to a "ten-percent
shareholder" as defined in (a) above) tram the date the option vat granted or
such earlier date as may be specified by the Board at the time the option is
granted.

         (c)      Exercise of Options.

         (1)      An option shall become exercisable at such time or times and
                  upon such conditions as the Board shall, specify. In the case
                  of an option not immediately exercisable in full, the Board
                  may at any time accelerate the time at which all or any part
                  of the option say be exercised.

         (2)      Any exercise of an option shall be in writing, signed r person
                  and furnished to the Company, accompanied by (i) such
                  documents as may be required by the Board and (ii) payment in
                  full as specified below in Section 6(d) for the number of
                  shares for which the option is exercised.

         (3)      In the case of option that is not an incentive option, the
                  Board shall have the right to require that the participant
                  exercising the option remit to the Company art amount
                  sufficient to satisfy any federal, State, or local withholding
                  tax requirements (or make other arrangements satisfactory to
                  the company with regard to such taxes) prior to the delivery
                  of any Stock pursuant to the exercise of the option. If
                  permitted by the Board, either at the time of the grant of the
                  option or the time of exercise, the participant nay elect, at
                  such time and in such manner as the Board may prescribe, to
                  satisfy such withholding obligation by (i) delivering to the
                  Company Stock owned by such individual having a fair market
                  value equal to such withholding obligation, or (ii) requesting
                  that the company withhold from the shares of stock to be
                  delivered upon the exercise a number of shares of Stock having
                  a fair market value equal to such withholding obligation.

                  In the case of an incentive option, If at the time the option
                  is exercised the Board determines that under applicable law
                  and regulations the Company could be liable for the
                  withholding of any federal or state tax with respect to a
                  disposition of the Stock received upon exercise, the Board hay
                  require as a condition of exercise that the participant
                  exercising the option agree (i) to inform the Company promptly
                  of any disposition (within the meaning of Section 424(c) of
                  the coda and the regulations thereunder) of stock received
                  upon exercise, and (ii) to give such security as the Board
                  deems adequate to meet the potential liability of the Company
                  for the withholding of - tax, and to augment sixth security
                  iris time to time in any amount reasonably deemed necessary by
                  the Board to preserve the adequacy of such security.

         (4)      If an option is exercised by the executor or administrator at
                  a deceased participant, or by the person or persons to whoa
                  the option has been transferred by the participant's will or
                  the applicable laws of descent and distribution, the Company
                  shall be under no obligation to deliver Stock pursuant to such
                  exercise until the Company is satisfied as to the authority of
                  the person or parsons exercising the option.

         (d) Payment for and Delivery of Stock. Stock purchased upon exercise at
an option under the Plan shall be paid for as follows: (i) in cash or by
personal check, certified check, bank draft or money order payable to the order
of the company or (ii) if so permitted by the Board (which, in the case of an
incentive option, shall specify such method of payment at the time of grant),
(A) through the delivery of shares of Stock (which, in the case or stock
acquired from the Company, shall have been held for at least six months) having
fair market value on the last business day preceding the date of exercise equal
to the purchase price or (B) by delivery of a promissory note of the participant
to the Company, such note to be payable on such terms as are specified by the
Board or (C) by delivery of an unconditional and irrevocable undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the exercise
price or (D) by any combination of the permissible forms of payment; provided,
that if the stock delivered upon exercise of the option is an original issue of
authorized stock, at least so much of the exercise price as represents the par
value of such Stock shall be paid other than with a personal check or promissory
note of the person exercising the option.

         (e) Stock Appreciation Rights. The Board in its discretion say grant
SARs either in tandem with or independent of options awarded under the Plan.
Except as hereinafter provided, each SAR will entitle the participant to receive
upon exercise, with respect to each share of Stock to which the SAR relates, the
excess of (i) the share's value on the date of exercise, over (ii) the share's
fair market value on the date it was granted. Per purposes of clause (i),
"value" shall mean fair market value; provided, that the Board may adjust such
value to take into account dividends on the Stock and may also grant SARs that
provide, in such limited circumstances following a change in control of the
Company (as determined by the Board) as the Board may specify, that "value" for
purposes of clause (i) is to be determined by reference to an average value for
the Stock during a period immediately preceding the change in control, an as
determined by the Board. The amount payable to a participant upon exercise of an
SAR shall be paid either in cash or in shares of Stock, as the Board determines.
Each SAR shall be exercisable during such period or periods and on such terms as
the Board may specify. No SAR shall be exercisable after the date which is ten
years from the date of grant.

         (f) Delivery of Stock. A participant shall not have the rights of a
shareholder with regard to awards under the Plan except as to Stock actually
received by him under the Plan.

         The Company shall not be obligated to deliver any shares of stock (i)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (ii) if the outstanding Stock
is at the time listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed an such exchange upon official
notice of issuance, and (iii) until all other legal matters in connection with
the issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition to exercise `of the
award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.

         (g) Nontransferability of Awards. No award may be transferred other
than by will or by the laws at descent and distribution, and during a
participant's lifetime an award may be exercised only by him.

         (h) Death. If a participant dies, each award held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by his executor or administrator, or by the person
or persons to whom the award is transferred by win or the applicable laws or
descent and distribution, at any time within the period ending with the first
anniversary of the participants death but in no event beyond the Final Exercise
Data. All awards held by a participant immediately prior to death that are not
then exercisable shall terminate on the date of death.

         (i) Other Termination of Service. If an employee's employment with the
Company and its subsidiaries terminates for any reason, other than death, all
awards held by the employee that are not then exercisable shall terminate.
Awards that are exercisable on the date employment terminates shall continue to
be exercisable for a period of three months (or such longer period as the
Committee may determine, but in no event beyond the Final Exercise Date) unless
the employee was discharged for cause which in the opinion of the Board casts
such discredit on him as to justify termination of his awards. After completion
of that three-month period such awards shall terminate to the extent not
previously exercised, expired or terminated. For purposes of this Section 6(i),
employment shall not be considered terminated (i) in the case of sick leave or
other bona fide leave of absence approved for purposes of the Plan by the board,
so long as the employee's right to reemployment is guaranteed either by statute
or by contract, or (ii) in the case of a transfer of employment between the
company and a subsidiary or between subsidiaries, or to the employment of a
corporation (or a parent or subsidiary corporation of such corporation) issuing
or assuming an award in a transaction to which Section 424(a) of the Code
applies.

         In the case of a participant who is not an employee, provisions
relating to the exercisability of awards following termination of service shall
be specified in the award. If not so specified, all awards held by such
participant that are not then exercisable shall terminate upon termination of
service. Awards that are exercisable on the date the participant's service as a
consultant terminates shall continue to be exercisable f or a period of three
months (or such longer period as the Committee may determine, but in no event
beyond the Final Exercise Date) unless the participant was terminated for cause
which in the opinion of the Board casts such discredit on him as to justify
termination of his awards. After completion of that three-month period such
awards shall terminate to the extent not previously exercised, expired or
terminated.

         (j) Mergers, etc. In the event of a consolidation or merger in which
the company is not the surviving corporation or which results in the acquisition
of substantially all the Company's outstanding Stock by a single person or
entity or by a group of persons and/or entities acting in concert, or in the
event of the sale or transfer of substantially all the Company's assets, all
outstanding awards shall thereupon terminate, provided that at least 20 days
prior to the effective date of any such merger, consolidation or sale of assets,
the Board shall either (i) make all outstanding awards excercisable immediately
prior to consolidation of such merger, consolidation or sale of assets or (ii)
if there is a surviving or acquiring corporation, arrange, subject to
consummation of the merger, consolidation or sale of assets, to have that
corporation or an affiliate of that corporation grant to participants
replacement awards which in the case of incentive awards satisfy, in the
determination of the board, the requirements of section 424(a) of the Code.

         The Board may grant awards Under the Plan in substitution, for awards
held by employees, consultants or advisers of another corporation who
concurrently become employees, consultants or advisers of the company or a
subsidiary of the Company as the result of a merger or consolidation of that
corporation with the Company or a subsidiary of the Company, or as the result of
the acquisition by the company or a subsidiary of the Company of property or
stock of that corporation. The Company may direct that substitute awards be
granted on such terms and conditions as the Board considers appropriate in the
circumstances.

7.       EMPLOYMENT RIGHTS

         Neither the adoption of the Plan nor the grant of awards shall confer
upon any participant any right to continue as an employee of, or consultant or
adviser to, the Company or any parent or subsidiary or affect in any way the
right of the Company or parent or subsidiary to terminate them at any time.
Except as specifically provided by the Board in any particular cases the loss of
existing or potential profit in awards granted under this Plan shall not
constitute an element of damages in the event of termination of the relationship
of a participant even if the termination is in violation of an obligation of the
company to the participant by contract or otherwise.

8.       EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

         Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to sake awards to such participant that are not
subject to the Plan, to issue to, such participant Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued.

         The Board say at any time discontinue granting awards under the Plan.
With the consent of the participant, the Board may at any tins cancel an
existing award in whole or in pert and grant another award for such number of
shares as the Board specifies. The Board say at any time or times amend the Plan
or any outstanding award for the purpose of satisfying the requirements of
section 422 of the Code or at any changes in applicable laws or regulations or
for any other purpose that may at the tine be permitted by law, or may at any
time terminate the Plan as to any further grants of awards, no such amendment
shall adversely affect the rights of any participant (without his consent) under
any award previously granted.




<PAGE>



                         CHRYSALIS SYMBOLIC DESIGN, INC.

                       Incentive Stock Option Certificate

         Stock Option granted by Chrysalis Symbolic Design, Inc. a Delaware
Corporation (the "Company"), to__________ ("Optionee"), pursuant to the
Company's 1993 Stock Option Plan.

1.       Grant of Option.

         This certificate evidences the grant by the Company on October 17, 1997
("Grant Date") to the Optionee of an option to purchase, in whole or in part, on
the terms herein provided, a total of _____ shares of common stock of the
Company (the "Shares") at ____ per Share. This option shall expire on the date
ten years from the Grant Date ("Final Exercise Date"). The option evidenced by
this certificate is an incentive stock option ("ISO").

         Subject to acceleration as provided below, the Shares shall vest and
thereby become exercisable according to the following schedule; provided,
however, that no additional Shares shall vest following the last day of
Optionee's full time employment by the Company.


                      ------------------------------
                      October 17, 1998
                      ------------------------------
                      January 17, 1999
                      ------------------------------
                      April 17, 1999
                      ------------------------------
                      July 17, 1999
                      ------------------------------
                      October 17, 1999
                      ------------------------------
                      January 17, 2000
                      ------------------------------
                      April 17, 2000
                      ------------------------------
                      July 17, 2000
                      ------------------------------
                      October 17, 2000
                      ------------------------------
                      January 17, 2001
                      ------------------------------
                      April 17, 2001
                      ------------------------------
                      July 17, 2001
                      ------------------------------
                      October 17, 2001
                      ------------------------------
                               TOTAL SHARES
                      ------------------------------

         Upon the consolidation of the Company with or the acquisition of the
Company by another entity, whether by merger, sale or transfer or all its
capital stock, or by sale of substantially all of its assets or otherwise, then
immediately prior to the consummation of such event, the vesting dates for all
Shares not then vested shall be accelerated by twelve (12) months. For example,
Shares that would normally not have vested until February 1, 1998 shall instead
vest on February 1, 1997.

2.       Exercise of Option.

         Each election to exercise this option shall be in writing, signed by
the Optionee or by his executor or administrator or the person or persons to
whom this option is transferred by will or the applicable laws of descent and
distribution (the "Legal Representative"), and received b the Company at its
principal office, accompanied by this certificate, and payment in full. The
purchase price may be paid by delivery of cash, certified check, bank draft, or
money order. In the event that this option is exercised by the Optionee's Legal
Representative, the Company shall be under no obligation to deliver Shares
hereunder unless and until the Company is satisfied as to the authority of the
person or persons exercising this option.

3.       Restrictions on Transfer.

         The Optionee represents and warrants to the Company that upon acquiring
any of the Shares, he will be acquiring them for his own account for investment
only and not with a view to distribution or resale of the Shares. The Optionee
agrees not to sell or otherwise dispose of the Shares in violation of the
provisions of the Securities Act of 1933, as amended (the "Act"). The Optionee
understands that the Shares issued upon exercise of this option will be issued
pursuant to an exemption form the registration requirements of the Act, and,
accordingly, must be held indefinitely by Optionee unless they are later
transferred in transactions that are either registered under the Act or exempt
from registration. The Optionee understands that the Company is under no
obligation to register the Shares under the Act or to file for or comply with an
exemption from registration, and recognizes that exemptions from registration,
in any case, are limited and may not be available when the Optionee may wish to
sell, transfer or otherwise dispose of the Shares. The Optionee also understands
that the certificate(s) representing the Shares will bear the following legends
restricting their transfer and that a notation restricting their transfer will
be made on the stock transfer books of the Company:

                  The shares of stock represented by this certificate have not
         be registered under the Securities Act of 1933, as amended, and may not
         be sold, assigned, pledged or otherwise transferred in the absence of
         an effective registration statement under said Act covering the
         transfer or an opinion of counsel satisfactory to the issuer that
         registration under said Act is not required.

         If at the time when this option is exercised the Company is a party to
any agreement restricting the transfer of any outstanding shares of its Common
Stock, this option may be exercised only if the Shares so acquired are made
subject to the transfer set forth in that agreement (or if more than one such
agreement is then in effect, the agreement specified by the Board).

         In addition, the Optionee agrees, for himself and his heirs and Legal
Representatives, that he will enter into any "lock-up" or similar agreements
requested by the Company in connection with any initial public offering of the
shares of the Company's stock.

4.       Death and Other Termination.

         If an Optionee dies, this option may be exercised to it extent it was
exercisable immediately prior to death by his executor or administrator, or by
the person or persons to whom the award is transferred by will or the applicable
laws of descent and distribution, at any time within the period ending with the
first anniversary of the Optionee's death but in no event beyond the Final
Exercise Date. Any portion of this option not exercisable immediately prior to
Optionee's death shall terminate on the date of death.

         If an Optionee's employment with the Company and its subsidiaries
terminates for any reason, other than death, any portion of this option not then
exercisable shall terminate. Any portion of this option that is exercisable on
the date employment terminates shall continue to be exercisable for a period of
three months (or such longer period as the Board of Directors may determine, but
in no event beyond the Final Exercise Date) unless the Optionee was discharge
for cause which in the opinion of the Board casts such discredit on him as to
justify termination of his Option. After completion of that three-month period
this option shall terminate to the extent not previously exercised, expired or
terminated. For purposes of this paragraph, employment shall not be considered
terminated (i) in the case of sick leave or other bona fide leave of absence
approved by the Board, so long as the Optionee's right to reemployment is
guaranteed either by statute or by contract, or (ii) in the case of a transfer
between the Company and a subsidiary or between subsidiaries, or to the
employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming this option in a transaction to which section
424(a) of the Code applies.

5.       Nontransferability of Option.

         This option is not transferable by the Optionee or other than by will
or the laws of descent and distribution, and is exercisable during the
Optionee's lifetime only by the Optionee.

6.       1993 Stock Option Plan.

         This option is subject in its entirety to the provision of the
Company's 1993 Stock Option Plan, a copy of which is furnished to the Optionee
with this option.

         IN WITNESS WHEREOF, the Company has caused is option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.

                                    CHRYSALIS SYMBOLIC DESIGN, INC.


                                    By:
                                       -----------------------------------------


                                    Name:
                                         ---------------------------------------


                                    Title:
                                          --------------------------------------

Accepted and agreed:







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>6
<FILENAME>ex4-7.txt
<TEXT>
                                                                     Exhibit 4.7
                                                                     -----------


                                 interHDL, INC.
                             1993 STOCK OPTION PLAN
                       (Effective as of December 24, 1993)



<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
SECTION 1.              PURPOSE............................................  1

SECTION 2.              DEFINITIONS........................................  1
           (a)          "Board of Directors"...............................  1

           (b)          "Code".............................................  1

           (c)          "Committee"........................................  1

           (d)          "Company"..........................................  1

           (e)          "Disability".......................................  1

           (f)          "Employee".........................................  2

           (g)          "Exercise Price"...................................  2

           (h)          "Fair Market Value"................................  2

           (i)          "ISO"..............................................  2

           (j)          "Nonstatutory Option"..............................  2

           (k)          "Option"...........................................  2

           (l)          "Optionee".........................................  2

           (m)          "Plan".............................................  2

           (n)          "Service"..........................................  2

           (o)          "Share"............................................  2

           (p)          "Stock"............................................  2

           (q)          "Stock Option Agreement"...........................  2

           (r)          "Subsidiary".......................................  3


SECTION 3.              ADMINISTRATION.....................................  3
           (a)          Committee Membership...............................  3

           (b)          Committee Procedures...............................  3

           (c)          Committee Responsibilities.........................  3

           (d)          Financial Reports..................................  4


SECTION 4.              ELIGIBILITY........................................  5
           (a)          General Rule.......................................  5

           (b)          Ten-Percent Shareholders...........................  5

           (c)          Attribution Rules..................................  5

           (d)          Outstanding Stock..................................  5


SECTION 5.              STOCK SUBJECT TO PLAN..............................  5
           (a)          Basic Limitation...................................  5

           (b)          Additional Shares..................................  6


SECTION 6.              TERMS AND CONDITIONS OF OPTIONS....................  6
           (a)          Stock Option Agreement.............................  6

           (b)          Number of Shares...................................  6

           (c)          Exercise Price.....................................  6

           (d)          Withholding Taxes..................................  7

           (e)          Exercisability.....................................  7

           (f)          Term...............................................  7

           (g)          Nontransferability.................................  7

           (h)          Exercise of Options on Termination of Service......  8

           (i)          No Rights as a Shareholder.........................  8

           (j)          Modification, Extension and Assumption of Options..  8

           (k)          Restrictions on Transfer of Shares.................  8


SECTION 7.              PAYMENT FOR SHARES.................................  9
           (a)          General Rule.......................................  9

           (b)          Surrender of Stock.................................  9

           (c)          Promissory Notes...................................  9

           (d)          Cashless Exercise..................................  9


SECTION 8.              ADJUSTMENT OF SHARES............................... 10
           (a)          General............................................ 10

           (b)          Reorganizations.................................... 10

           (c)          Reservation of Rights.............................. 10


SECTION 9.              LEGAL REQUIREMENTS................................. 11

SECTION 10.             NO EMPLOYMENT RIGHTS............................... 11

SECTION 11.             DURATION AND AMENDMENTS............................ 11
           (a)          Term of the Plan................................... 11

           (b)          Right to Amend or Terminate the Plan............... 11

           (c)          Effect of Amendment or Termination................. 12


SECTION 12.             EXECUTION.......................................... 12





<PAGE>



                                 interHDL, INC.
                             1993 STOCK OPTION PLAN
                       (Effective as of December 24, 1993)

SECTION 1.  PURPOSE.

         The purpose of the Plan is to offer selected employees, directors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, to encourage such selected persons to
remain in the employ of the Company and to attract new employees with
outstanding qualifications by purchasing Shares of the Company's Common Stock.
The Plan provides for the grant of Options to purchase Shares. Options granted
under the Plan may include Nonstatutory Options as well as incentive stock
options intended to qualify under section 422 of the Internal Revenue Code.

SECTION 2.  DEFINITIONS.

         (a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c) "Committee" shall mean a committee of the Board of Directors which
is authorized to administer the Plan under Section 3. The Committee shall have
membership composition which enables the Plan to qualify under Rule 16b-3 with
regard to the grant of Options to persons who are subject to Section 16 of the
Securities Exchange Act of 1934.

         (d) "Company" shall mean interHDL, Inc., a California corporation.

         (e) "Disability" shall means that an Optionee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted, or can be expected to last, for a continuous period of not less than
six months.

         (f) "Employee" shall mean (i) any individual who is a common-law
employee of the Company or of a Subsidiary, (ii) a member of the Board of
Directors, or (iii) an independent contractor who performs services for the
Company or a Subsidiary. Service as a member of the Board of Directors or as an
independent contractor shall be considered employment for all purposes of the
Plan except the second sentence of Section 4(a).

         (g) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

         (h) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.

         (i) "ISO" shall mean an employee incentive stock option described in
Code section 422(b).

         (j) "Nonstatutory Option" shall mean an employee stock option that is
not an ISO.

         (k) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

         (1) "Optionee" shall mean an individual who holds an Option.

         (m) "Plan" shall mean this interHDL, Inc. 1993 Stock Option Plan.

         (n) "Service" shall mean service as an Employee.

         (o) "Share" shall mean one share of Stock, as adjusted in accordance
with Section 8 (if applicable).

         (p) "Stock" shall mean the common stock of the Company.

         (q) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his or her Option.

         (r) "Subsidiary" shall mean any corporation, of which the Company
and/or one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

SECTION 3.  ADMINISTRATION.

         (a) Committee Membership. The Plan shall be administered by the
Committee, which shall consist of members of the Board of Directors. The members
of the Committee shall be appointed by the Board of Directors. If no Committee
has been appointed, the entire Board of Directors shall Constitute the
Committee.

         (b) Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

         (c) Committee Responsibilities. Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:

               (i) To interpret the Plan and to apply its provisions;

               (ii) To adopt, amend or rescind rules, procedures and forms
          relating to the Plan;

               (iii)To authorize any person to execute, on behalf of the
          Company, any instrument required to carry out the purposes of the
          Plan;

               (iv) To determine when Options are to be granted under the Plan;

               (v) To select the Optionees;

               (vi) To determine the number of Shares to be made subject to each
          Option;

               (vii) To prescribe the terms and conditions of each Option,
          including (without limitation) the Exercise Price, to determine
          whether such Option is to be classified as an ISO or as a Nonstatutory
          Option, and to specify the provisions of the Stock Option Agreement
          relating to such Option;

               (viii) To amend any outstanding Stock Option Agreement;

               (ix) To determine the disposition of an Option in the event of an
          Optionee's divorce or dissolution of marriage;

               (x) To correct any defect, supply any omission, or reconcile any
          inconsistency in the Plan and any Option;

               (xi) To prescribe the consideration for the grant of each Option
          under the Plan and to determine the sufficiency of such consideration;
          and

               (xii) To take any other actions deemed necessary or advisable for
          the administration of the Plan.

         All decisions, interpretations and other actions of the Committee shall
be final and binding on all Optionees, and all persons deriving their rights
from an Optionee. No member of the Committee shall be liable for any action that
he or she has taken or has failed to take in good faith with respect to the Plan
or any Option.

         (d) Financial Reports. To the extent required by applicable law, and
not less often than annually, the Company shall furnish to Optionees Company
summary financial information including a balance sheet regarding the Company's
financial condition and results of operations, unless such Optionees have duties
with the Company that assure them access to equivalent information. Such
financial statements need not be audited.

SECTION 4.  ELIGIBILITY.

         (a) General Rule. Only Employees, as defined in Section 2(f), shall be
eligible for designation as Optionees by the Committee. In addition, only
individuals who are employed as common-law employees by the Company or a
Subsidiary shall be eligible for the grant of ISOs.

         (b) Ten-Percent Shareholders. An Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee unless (i) the Exercise Price for an ISO (and a NSO to the extent
required by applicable law) is at least 110 percent of the Fair Market Value of
a Share on the date of grant, and (ii) in the case of an ISO, such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant.

         (c) Attribution Rules. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.

         (d) Outstanding Stock. For purposes of Subsection (b) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.

SECTION 5.  STOCK SUBJECT TO PLAN.

         (a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares. The aggregate number of Shares which may be issued under
the Plan (upon exercise of Options) shall not exceed one million (1,000,000)
Shares, subject to adjustment pursuant to Section 8. The number of Shares which
are subject to Options outstanding at any time under the Plan shall not exceed
the number of Shares which then remain available for issuance under the Plan.
The Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

         (b) Additional Shares. In the event that any outstanding Option for any
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.

         (a) Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

         (b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

         (c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant, except
as otherwise provided in Section 4(b). The Exercise Price of a Nonstatutory
Option shall not be less than eighty-five percent (85%) of the Fair Market Value
of a Share on the date of grant, except as otherwise provided in Section 4(b).
Subject to the preceding two sentences, the Exercise Price under any Option
shall be determined by the Committee in its sole discretion. The Exercise Price
shall be payable in a form described in Section 7.

         (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.

         (e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. To the
extent required by applicable law, an Option shall become exercisable no less
rapidly than the rate of 20% per year for each of the first five years from the
date of grant. Subject to the preceding sentence, the vesting of any Option
shall be determined by the Committee in its sole discretion.

         (f) Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed ten (10) years from the date of grant, except
as otherwise provided in Section 4(b). Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire.

         (g) Nontransferabiity. No Option shall be transferable by the Optionee
other than by will or by the laws of descent and distribution. An Option may be
exercised during the lifetime of the Optionee only by him or by his guardian or
legal representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

         (h) Exercise of Options on Termination of Service. Each Option shall
set forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's service with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, to the extent required-by applicable law, each
Option shall provide that the Optionee shall have the right to exercise the
vested portion of any Option held at termination for at least 30 days following
termination of service with the Company for any reason, and that the Optionee
shall have the right to exercise the Option for at least six months if the
Optionee's service terminates due to death or Disability.

         (i) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.

         (j) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price.

         (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise
of an Option shall be subject to such rights of repurchase, rights of first
refusal and other transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.

SECTION 7.  PAYMENT FOR SHARES.

         (a) General Rule. The entire Exercise Price of Shares issued under the
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b), (c)
and (d) below.

         (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for more than six months
and which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.
         (c) Promissory Notes. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with a full recourse promissory
note executed by the Optionee. The interest rate and other terms and conditions
of such note shall be determined by the Committee. The Committee may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
representing such Shares be released to the Optionee until such note is paid in
full.

         (d) Cashless Exercise. To the extent that a Stock Option Agreement so
provides and a public market for the Shares exists, payment may be made all or
in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of the aggregate Exercise Price.

SECTION 8.  ADJUSTMENT OF SHARES.

         (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of Shares available for future grants under Section 5, (ii) the
number of Shares covered by each outstanding Option or (iii) the Exercise Price
under each outstanding Option.

         (b) Reorganizations. In the event that the Company is a party to a
merger or reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization.

         (c) Reservation of Rights. Except as provided in this Section 8, an
Optionee shall have no rights by reason of (i) any subdivision or consolidation
of shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class. Any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

SECTION 9.  LEGAL REQUIREMENTS.

         Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed. SECTION 10. NO EMPLOYMENT RIGHTS.

         No provision of the Plan, nor any Option granted under the Plan, shall
be construed to give any person any right to become, to be treated as, or to
remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.

SECTION 11. DURATION AND AMENDMENTS.

         (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors, any Option grants already made shall be null and void, and no
additional Option grants shall be made after such date. The Plan shall terminate
automatically ten (10) years after its adoption by the Board of Directors and
may be terminated on any earlier date pursuant to Subsection (b) below.

         (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend the Plan at any time and from time to time. Rights and obligations under
any Option granted before amendment of the Plan shall not be materially altered,
or impaired adversely, by such amendment, except with consent of the person to
whom the Option was granted. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.

         (c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.

SECTION 12. EXECUTION.

         To record the adoption of the Plan by the Board of Directors has caused
its authorized officer to execute the same as of June 20, 1994.

                                                        interHDL, INC.


                                                        By
                                                          ----------------------
                                                        As Its
                                                          ----------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>7
<FILENAME>ex4-8.txt
<TEXT>

                                                                     Exhibit 4.8
                                                                     -----------

                        INTEGRATED SILICON SYSTEMS, INC.

                           INCENTIVE STOCK OPTION PLAN

         1. Grant of Options. The proper officers of Integrated Silicon Systems,
Inc. (the "Corporation"), a North Carolina corporation, are hereby authorized by
majority vote of the Board of Directors of the Corporation to issue stock
options from time to time on the Corporation's behalf to any one or more persons
who at the date of such grant are full-time salaried employees of the
Corporation determined by the Board of Directors to be "key employees," that is,
employees important to the success of the Corporation. Any option granted under
this Plan shall be granted within ten years from the data hereof.

         2. Amount of Stock. The aggregate amount of stock which may be
purchased pursuant to options granted under this Plan shall be 81,377 shares of
the Corporation's common stock.

         3. Limitation. The amount of aggregate fair market value of the stock
(determined at the time of the grant of the option) for which any employee may
be granted options hereunder in any calendar year shall not exceed the sum of
(i) $100,000 plus (ii) a carry-over amount for any year after 1980, but prior to
the calendar year under consideration, which is determined as one half of the
amount by which $100,000 exceeds the value (at the time of the grant) of the
stock for which options were granted in any such prior year, but carried over
for not more than three years. For this purpose, options granted in any year
shall be deemed to first use up the $100,000 current year limitation, and then
the carry-over amount from the earliest available year.

         4. Exercise. Any option granted pursuant to this Plan shall contain
provisions, established by the Corporation's Beard of Directors, setting forth
the manner of exercise of such option. In no event, however, shall any option
granted to a person then owning more than 10% (including stock which must be
attributed to him) of the voting power of all classes of the Corporation's stock
be exercisable by its terms after the expiration of five years from the date of
the grant thereof, nor shall any other option granted hereunder be exercisable
by its terms after the expiration of ten years from the date of the grant
thereof.

         5. Nontransferability. The terms of any option granted under this Plan
shall include a provision making such option nontransferable by the optionee,
except upon death, and exercisable during the optionee's lifetime only by the
optionee.

         6. Purchase Price. The purchase price for a share of the stock subject
to any option granted hereunder shall be not less than the fair market value of
the stock on the date of the grant of the option, said fair market value is to
be determined in good faith at the time of the grant of such option by decision
of the Corporation's Board of Directors and said fair market value is to be
determined without regard to any restriction, other than a restriction which, by
its terms will, never lapse; provided, however, that in the case of an option
granted to any person then owning more than 10% (including stock which must be
attributed to him) of the voting power of all classes of the Corporation' s
stock, the purchase price per share of the stock subject to the option shall be
not less than 110% of the fair market value of the stock on the date of the
grant of the option, determined in good faith as aforesaid.

         7. Stockholder Approval; Effective Date. At a meeting of the
stockholders of the Corporation within the period of 12 months following the
effective date of the adoption of this Plan by the Corporation's Board of
Directors, this Plan will be presented for consideration and approval by the
stockholders. The effective date of this Plan is November 17, 1986.

         8. Stock Reserve. The Corporation shall at all times during the term of
this Plan reserve and keep available such number of shares of its common stock
as will be sufficient to satisfy the requirements of this Plan, and shall pay
all fees and expenses necessarily incurred by the Corporation in connection with
the exercise of options granted hereunder.


<PAGE>


         9. Other Terms. Any option granted hereunder shall contain such other
and additional terms, not inconsistent with the terms of this Plan, which are
deemed necessary or desirable by the Board of Directors, or by legal counsel to
the Corporation, and such other terms shall include those which, together with
the terms of this Plan, shall constitute such option as an "Incentive Stock
Option" within the meaning of Section 422A of the Internal Revenue Code.

                                           INTEGRATED SILICON SYSTEMS, INC.



                                           -------------------------------------
                                           James P. Poitras


                                           -------------------------------------
                                           Achilles A. Dosio



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>8
<FILENAME>ex4-9.txt
<TEXT>
                                                                     Exhibit 4.9
                                                                     -----------




                        INTEGRATED SILICON SYSTEMS, INC.

                            EQUITY COMPENSATION PLAN

                        Effective as of December 3, 1993



<PAGE>


                        INTEGRATED SILICON SYSTEMS, INC.

                               EQUITY COMPENSATION



                         ARTICLE I - GENERAL PROVISIONS

1.1 The Plan is designed, for the benefit of the Company, to attract and retain
for the Company personnel of exceptional ability; to motivate such personnel
through added incentives to nice a maximum contribution to greater
profitability; to develop and maintain a highly competent management team; and
to be competitive with other companies with respect to executive compensation.

1.2 Awards under the Plan may be made to Participants in the form of (i)
Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock
Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock
Awards; (vii) Performance Shares; sad (viii) Other Stock-Based Awards and other
fonts of equity-based compensation as may be provided and are permissible under
the Plan and the law.

1.3 The Plan shall be effective as of December 3, 1993 (the "Effective Date"),
subject to the approval of shareholders of the Company within 12 months before
or after such date.



<PAGE>


                            ARTICLE II - DEFINITIONS

         Except where the context otherwise indicates, the following definitions
apply:

2.1 "Acceleration Event" means the occurrence of an event defined in Article
XIII of the Plan.

2.2 "Act" means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended. All citations to sections of the Act or unless thereunder are
to such sections or rules as they may from time to time be amended or
renumbered.

2.3 "Agreement" means the written agreement evidencing each Award granted to a
Participant under the Plan.

2.4 "Award" means an award granted to a Participant in accordance with the
provisions of the Plan, including, but not limited to, a Stock Option. Stock
tight. Restricted Stock, Deferred Stock. Stock Awards, Performance Shares, Other
Stock-Based Awards, or any combination of the foregoing.

25  "Board" means the Board of Directors of Integrated Silicon Systems, Inc.

2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. All citations to sections of the Code are to such sections as
they may from time to time be amended or renumbered.

2.7 "Committee" means the Compensation Committee or such other committee
consisting of two or more members as may be appointed by the Board to administer
this Plan pursuant to Article III.. To the extent required by Rule 16b-3 under
the Act, the Committee shall consist of individuals who are members of the Board
and Disinterested Persons. Committee members way also be appointed for such
hatted purposes as my be provided by the Board.

2.8 "Company" means Integrated Silicon Systems, Inc., a North Carolina
corporation, and its successors and assigns. The term `Company' shall include
any corporation which is a neuter of a controlled group of corporations (as
defined in Section 414 (b) of the Code, as modified by Section 415 (b) of the
Code, which includes the Company; any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c) of the
Code, as modified by Section 415(h) of the Code) with the Company; any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(c) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(c) of the Code. With respect to all
purposes of the Plan, including, but not limited to, the establishment,
amendment, termination, operation and administration of the Plan. Integrated
Silicon Systems, Inc. shall be authorized to act on behalf of all other entities
included within the definition of Company.

2.9  "Deferred. Stock" means the stock awarded under Article IX of the Plan.

2.10 "Disability" means disability as determined under procedures established by
the Committees or in any Award.

2.11 "Discount Stock Options" went the Nonqualified Stock options which provide
for an exercise price of lese than the Pair Market Value of the Stock at the
date of the Award.

2.12 "Disinterested Person" stall have the meaning set forth in Rule 16b-3 under
the Act.

2.13 "Early Retirement" meant retirement from active employment with the
Company, with the express consent of the Committee, pursuant to the early
retirement provisions established by the Committee or in any Award.

2.14 "Eligible Participant" means any employee of the Company, as shall be
determined by the Committee, as well as any other person, including directors,
subject to such limitations imposed on a person designated as a Disinterested
Person, whose participation the Committee determines is in the best interest of
the Company, subject to limitations as may be provided by the Code, the Act or
the Committee.

2.15 "Fair Market Value" means, with respect to any given day, the closing price
of the Stock reported on the stock exchange on which the Stock is then listed
for such day, as reported by such source as the Committee may select, provided
there was a sale of at least 100 shares of Stock on such date. U there was not a
sale of at least 100 shares of Stock on such day, the Fair Market Value shall be
determined based on the closing price of the Stock reported on the stock
exchange as of the Last date on which there was a sale of at lent 100 shares of
Stock. The Committee may establish an alternative method of determining Fair
Market Value.

2.16 "Incentive Stock Option" means a Stock Option granted under Article IV of
the Plan, and as defined in Section 422 of the Code.

2.17 "Limited Stock Appreciation Rights" means a. Stock Right which is
exercisable only in the event of a Change in control and/or a Potential Change
in Control, as described in Section 6.9 of the Plan, which provides for an
amount payable solely in cash, equal to the excess of the Stock Appreciation
Right Fair Market Value of a share of Stock on the day the Stock Right is
Surrendered over the price at which a Participant could exercise a related Stock
Option to purchase the share of Stock.

2.18 "Nonqualified Stock Option" means a Stock Option granted under Article V of
the Plan.

2.19 "Normal Retirement" means retirement from active employment with the
Company on or after age 65, or pursuant to such other requirements as may be
established by the Committee or in any Award.

2.20  "Option Grant Date" as to any Stock Option, the latest of:

(a) the date on which the Committee grants the Stock Option by entering into an
Award Agreement with the Participant;

(b) the date the Participant receiving the Stock Option becomes an employee of
the Company. to the extent employment status is a condition of the grant or a
requirement of the Cods or the Act; or

(c) such other date (later than the dates described in (i) and (ii) above) as
the Committee may designate.

2.21 "Participant" means an eligible Participant to whom an Award of
equity-based compensation has been granted and who has entered into an Agreement
evidencing the Award.

2.22 "Performance Share" means an Award, under Article XI of the Plan of a unit
valued by reference to a designated number of shares of Stock, which, value may
be paid to the Participant by delivery of such property as the Committee shall
determine, including without limitation, cash or Stock, or any combination
thereof, upon achievement of such Performance objectives during the Performance
Period as the Committee shall establish at the time of such Award or thereafter.

223 "Plan" means the Integrated Silicon Systems, Inc. Equity Compensation Plan,
as amended from time to time.

2.24 "Restricted Stock" means an Award of Stock under Article VIII of the Plan,
which Stock is issued with the restriction that the holder may not sell,
transfer, pledge, or assign such Stock and with such other restrictions as the
Committee, in its sole discretion, may impose, including without limitation, any
restriction on the right to vote such Stock, and the right to receive any cash
dividends, which restrictions may lapse separately or in combination at such
time or tunes, in installments or otherwise, as the Committee may deem
appropriate.

2.25 "Restriction Period" means the period commencing on the date an Award of
Restricted Stock is granted and ending on such date as the Committee shall
determine.

2.26  "Retirement" means Normal or Early Retirement.

2.27 "Stock" means shares of common stock of Integrated Silicon Systems, Inc.,
as may be adjusted pursuant to the provisions of Section 3.11.

2.28 "Stock Appreciation Right" means a Stock Right, as described in Article VI
of this Plan, which provides for an amount payable in Stock and/or cash, as
determined by the Committee, equal to the excess of the Fair Market Value of a
share of Stock on the day the Stock Right is exercised over the price at which
the Participant could exercise a related Stock Option to purchase the share of
Stock.

2.29 "Stock Appreciation Right Fair Market Value" means a value established by
the Committee for the exercise of a Stock Appreciation tight or a Limited Stock
Appreciation Right. If such exercise occurs during any quarterly `window
period,' as specified by Rule l6b-3 under the Act, the Committee may establish a
common value for exercises during such window period.

2.30 "Stock Award" means an Award of Stock granted in payment of compensation,
as provided in Article X of the Plan.

2.31 "Stock Option" means an Award under Article IV or V of the Plan of an
option to purchase Stock. A Stock Option may be either an Incentive Stock Option
or a Nonqualified Stock Option.

2.32 "Stock Right" means an Award under Article VI of the Plan. A Stock Right my
be either a Stock Appreciation Right or a Limited stock Appreciation tight.

2.33 "Termination of Employment" means the discontinuance of employment of a
Participant with the Company for any reason. The determination of whether a
Participant has discontinued employment shall be made by the Committee in its
discretion. In determining whether a Termination of Employment has occurred, the
Committee may provide that service as a consultant or service with a business
enterprise in which the Company has a significant ownership interest Shall be
treated as employment with the Company. The Committee shall have the discretion,
exercisable either at the time the Award is granted or at the time the
Participant terminates employment, to establish as a provision applicable to the
exercise of one or more Awards that during the limited period of exercisability
following Termination of Employment, the Award may be exercised not only with
respect to the number of shares of Stock for which it is exercisable at the time
of the Termination of Employment but. also with respect to one or more
subsequent installments for which the Award would have become exercisable had
the Termination of Employment not occurred.



<PAGE>


                          ARTICLE III - ADMINISTRATION

3.1 This Plan shall be administered by the Committee. A Committee member who is
not a Disinterested Person, with respect to action to be taken by the Committee,
shall not be able to participate in the decision to the extent prescribed by
Rule l6b-3 under the Act. The Committee, in its discretion, may delegate to one
or more of its members such of its powers as it deems appropriate. The Committee
also may limit the power of any member to the extent necessary to comply with
Rule 16b-3 under the Act or any other law. Members of the Committee shall be
appointed originally, and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The award may serve as the Committee, if by the terms of
the Plan all Board members are otherwise eligible to serve on the Committee.

3.2 The Committee shall. meet at such times and places as it determines. A
majority of its members shall constitute a quorum, and the decision of a
majority of those present at any meeting at which a quorum is present shall
constitute the decision of the Committee. A. memorandum signed by all of its
members shall constitute the decision of the Committee without necessity, in
such event, for holding an actual. meeting.

3.3 The Committee shall have the exclusive right to interpret, construe and
administer the Plan, to select the persons who are eligible to receive an Award
and to act in all matters pertaining to the granting of an Award and the
contents of the Agreement evidencing the Award, including without limitation,
the determination of the number of Stock Options, Stock Rights, shares of Stock
or Performance Shares subject to an Award and the form, terms, conditions and
duration at each Award, and any amendment thereof consistent with the provisions
of the Plan. All acts, determinations and decisions of the Committee made or
taken pursuant to grants of authority under the Plan or with respect to any
questions arising in connection with the administration and interpretation of
the Plan, including the severability of any and all, of the provisions thereof,
shall be conclusive, final and binding upon all Participants, Eligible
Participants and their beneficiaries.

3.4 The Committee may adapt such rules, regulations and procedures of general
application for the administration of this Plan, as it deems appropriate.

3.5 Without limiting the foregoing Sections 3.1, 3.2, 3.3 and 3.4, and
notwithstanding any other provisions of the Plan, the Committee is authorized to
take such action as it determines to be necessary or advisable, and fair and
equitable to Participants, with respect to an Award in the event of an
Acceleration Event as defined in Article XIII. Such action may include, but
shall not be limited to, establishing, amending or waiving the forms, terms,
conditions and duration of an Award and cite Award Agreement, so as to provide
for earlier, later, extended or additional times for exercise or payments,
differing methods for calculating payments, alternate forms and amounts of
payment, an accelerated release of restrictions or other modifications. The
Committee may take such actions pursuant to this Section 3.5 by adopting rules
and regulations of general applicability to all. Participants or to certain
categories of Participants, by including, amending or waiving texts and
conditions in an Award and the Award Agreement, or by taking action with respect
to individual, Participants.

3.6 The aggregate number of shares of Stock which are subject to an Award under
the Plan shall be 1,000,000 shares, plus six percent of any increase, other than
any increase due to Awards under this Plan or any other similar plan of the
Company and other than an increase resulting from the Company's initial public
offering, in the number of authorized and issued shares of Stock above the
number of authorized and outstanding shares as of the date the Plan was adopted.
Such shares of Stock shall be made available from authorized and unissued shares
of the Company.

(a) If, for any reason, any shares of Stock or Performance Shares awarded or
subject to purchase under the Plan are not delivered or purchased, or are
reacquired by the Company, for reasons including, but not limited to, a
forfeiture of Restricted Stock or termination, expiration or cancellation of a
Stock Option, Stock Right or Performance Share, or any other termination of an
Award without payment being made in the form of Stock, whether or not Restricted
Stock, such shares of Stock or Performance Shares shall not be charged against
the aggregate number of shares of Stock available for Awards under the Plan, and
may again be available for Award under the Plan.

(b) For all purposes under the Plan, each Performance Share awarded shall be
counted as one share of Stock subject to an Award.

(c) To the extent a Stock Right granted in connection with a Stock Option is
exercised without payment being made in the form of Stock, whether or not
Restricted Stock, the shares of Stock which otherwise would have been issued
upon the exercise of such related Stock Option shall not be charged against the
aggregate number of shares of Stock subject to Awards under cite Plan and may
again be available for Award under the Plan.

3.7 Each Award granted under the Plan shall be evidenced by a written Award
Agreement. Each Award Agreement shall be subject to and incorporate, by
reference or otherwise, cite applicable terms and conditions of the Plan, and
any other terms and conditions, not inconsistent with the Plan, required by the
Committee.

3 .8 The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to:

(a) the listing of such shares on any stock exchange on which the Stock may then
be listed; and

(b) the completion of any registration or qualification of such shares of Stock
under any federal or state Law, or any ruling or regulation of any government
body which the Company shall, in Its discretion, determine to be necessary or
advisable.

3.9 All certificates for shares of Stock delivered under the Plan shall also be
subject to such stop-transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed and any applicable federal or state laws, and the Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions, in making such determination, the
Committee may rely upon an opinion of counsel for the Company.

3.10 Subject to the restrictions on Restricted Stock, as provided in Article
VIII of the Plan and in the Restricted Stock Award Agreement, each Participant
who receives an Award of Restricted Stock shall have all of the rights at a
shareholder with respect to such shares of Stock, including the right to vote
the shares to the extent, if any, such shares possess voting rights and receive
dividends and other distributions. Except as provided otherwise in the Plan or
in an Award Agreement, no Participant awarded a Stock Option. Stock Right,
Deferred Stock, Stock Award or Performance Share shall have any right as a
shareholder with respect to any snares of Stock covered by his or her Stock
Option, Stock Right, Deferred Stock, Stock Award or Performance Share prior to
the date of issuance to him or her of a certificate or certificates for such
shares of Stock.

3.11 If any reorganization, recapitalization, reclassification stock split-up,
stock dividend, or consolidation of Shares of Stock, merger or consolidation of
the Company or sale or other disposition by the Company of an or a portion of
its assets, any other change in the Company's corporate structure, or any
distribution to shareholders other thin. a cash dividend results in the
outstanding shares of Stock, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class of shares of Stack
or other securities of the Company, or for shares of Stock or other securities
of any other corporation; or new different or additional or additional shares or
other securities of the Company or of any other corporation being received by
the holders of outstanding shares of Stock, then equitable adjustments shall be
made by the Committee in:

(a) the limitation of the aggregate number of shares of Stock that nay be
awarded as set forth in Section 3.6 of the Plan;

(b) the number and class of Stock that may be subject to an Award, and which
have not been issued or transferred under an outstanding Award:

(c) the purchase price to be paid per share of Stock under outstanding Stock
Options and the number of shares of Stock to be transferred in settlement of
outstanding Stock Rights; and

(d) the terms, conditions or restrictions of any Award and Award Agreement,
including the price payable for the acquisition of Stock: provided, however,
that all adjustments made as the result of the foregoing in respect of each
Incentive Stock Option shall be made so that such Stock Option shall continue to
be an Incentive Stock Option, as defined in Section 422 of the Code.

3.12 In. addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Award granted thereunder, and
against all amounts paid by them in settlement thereat, provided such settlement
is approved by independent legal counsel selected by the Company, or paid by
them in satisfaction of a judgment or settlement in any such action, suit or
proceeding, except as to matters as to which the Committee member has been
negligent or engaged in misconduct in the performance of his duties: provided,
that within 60 days after institution of any such action, suit or proceeding, a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.

3.13 The Committee may require each person purchasing shares of Stock pursuant
to a Stock Option or other Award under the Plan to represent to and agree with
the Company in writing that he is acquiring the shares at Stock without a view
to distribution thereof. The certificates for such shares of Stock may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.

3.14 The Committee shall be authorized to make adjustments in performance based
criteria or in the terms and conditions of other Awards in recognition of
unusual or nonrecurring events affecting the Company or its financial statements
or changes in applicable laws, regulations or accounting principles. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement in the manner and to the extent
it shall deem desirable to carry it. into effect. In the event the Company shall
assume outstanding employee benefit awards or the right or obligation to make
future such awards in connection with the acquisition of another corporation or
business entity, the Committee may, in its discretion, make such adjustments in
the terms of Awards under the Plan as it shall deem appropriate.

3.15 The Committee shall have full power and authority to determine whether, to
what extent and under what circumstances, any Award shall be canceled or
suspended. In particular, but without limitation, all outstanding Awards to any
Participant may be canceled if (a) the Participant, without the consent of the
Committee while employed by the Company or after termination of such employment,
becomes associated with, employed by, renders services to, or owns any interest
in, other than any insubstantial interest, as determined by the Committee, any
business that is in competition with the Company or with any business in which
the Company has a substantial interest as determined by the Committee; or (b) is
terminated for cause as determined by the Committee.



<PAGE>


                      ARTICLE IV - INCENTIVE STOCK OPTIONS

4.1 Each provision of this Article IV and of each Incentive Stock Option granted
hereunder shall be construed in accordance with. the provisions of Section 422
of the Code, and any provision hereof that cannot be so construed shall be
disregarded.

4.2 Incentive Stock Options shall be granted only to Eligible Participants who
are in the active employment of the Company, each of whom may be granted one or
more such Incentive Stock Options for a reason related to his employment at such
time or times determined by the Committee following the Effective Date until
December 2, 2003, subject to the following conditions:

(a) The Incentive Stock Option price per share of Stock shall be set in the
Award Agreement, but shall not be less than 100% of the Pair Market Value of the
Stock on the Option Grant Date. If the Optionee owns wore titan 10% of the
outstanding Stock (as determined pursuant to Section 424(d) of the Code) on the
Option Grant Date, the Incentive Stock Option price per share shall. not be less
than 110% of the Pair Market Value of the Stack on the Option Grant Date.

(b) The Incentive Stock Option and its related Stock Right, if any, may be
exercised in whole or in part from time to time within ten (10) years from the
Option Grant Date (five (5) years if the Optionee owns mare than 10% of the
Stock on the Option Grant Date), or such shorter period as may be specified by
the Committee in the Award; provided, that in any event, the Incentive Stock
Option and related Stock Right shall lapse and cease to be exercisable upon, or
within such period following, a Termination of Employment as shall have been
determined by the Committee and as specified in he Incentive Stock Option Award
Agreement or its related Stock Right Award Agreement; provided, however, that
such period following a Termination of Employment shall not exceed three months
unless employment shall have terminated:

(i) as a result of death or Disability, in which event, such period shall not
exceed one year after the date of death or Disability; and

(ii) as a result of death, if death shall have occurred following a Termination
of Employment and while the Incentive Stock Option or Stock Right was stilt
exercisable, in which event, such period shall, not exceed one year after the
date of death; provided, further, that such period following a Termination of
Employment shall in no event extend the original exercise period of the
Incentive Stock Option or any related Stock Right.

(c) To the extent the aggregate Fair Market Value, determined as of the Option
Grant Date, of the shares of Stock with respect to which Incentive Stock Options
(determined without regard to this subsection) are first exercisable during any
calendar year by any eligible Participant exceeds $100,000, such options shall
be treated an Nonqualified Stock Options granted under Article V.

(d) The Committee may adopt any other terms and conditions which it determines
should be imposed for the Incentive Stock Option to qualify under Section 422 of
the Code, as well as any other terms and conditions not inconsistent with this
Article IV as determined by the Committee.

4.3 The Committee may at any time offer to buy out for a payment in cash, Stock,
Deferred Stock or Restricted Stock an Incentive Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.

4.4 If the Incentive Stock Option Award Agreement so provides, the Committee may
require that all or part of the shares of Stock to be issued upon the exercise
of an Incentive Stock Option shall take the form of Deferred or Restricted
Stock, which shall be valued on the date of exercise, as determined by the
Committee, at. the basis of the Fair Market Value of such Deferred stock or
Restricted Stock determined without regard to the deferral limitations and/or
forfeiture restrictions involved.



<PAGE>


                     ARTICLE V - NONQUALIFIED STOCK OPTIONS

5.1 One or more Stock options may be granted as Nonqualified Stock Options to
Eligible Participants to purchase shares of Stock at such time or times
determined by the Committee, following the Effective Date, subject to the terms
and conditions set forth in this Article V.

5.2 The Nonqualified Stock Option price per share of Stock shall be established
in the Award Agreement and may be less than 100% of the Fair Market Value at the
time of the grant, or at such later date as the Committee shall determine.

5.3 The Nonqualified Stock option and its related Stock Right, if any, may be
exercised in full or in part from time to time within such period as may be
specified by the Committee or in the Award Agreement; provided, that, in any
event, the Nonqualified Stock Option and the related Stock Right shall lapse and
cease to be exercisable upon, or within such period following, Termination of
Employment as shall have been determined by the Committee as specified in the
Nonqualified Stock Option Award Agreement or Stock Right Award Agreement;
provided, however, that such period following Termination of Employment shall
not exceed three months unless employment shall have terminated:

(a) as a result of Retirement or Disability, in which event, such period shall
not exceed one year after the date of Retirement or Disability, or within such
longer period as the Commit tee nay specify; and

(b} as a result of death, or if death shall have occurred following a
Termination of Employment and while the Nonqualified Stock Option or Stock Right
was still exercisable, in which event, such period may exceed one year titer the
date of death, as provided by the Committee or in the Award Agreement.

5.4 The Nonqualified Stack Option Award Agreement may include any other terms
and conditions not inconsistent with this Article V or in Article VII, as
determined by the Committee.



<PAGE>


                     ARTICLE VI - STOCK APRRECITATION RIGHTS

6.1 A Stock Appreciation Right may be granted to an Eligible Participant in
connection with an Incentive Stock Option or a Nonqualified Stock Option granted
under Article IV or Article V of this Plan, or may be granted independent of any
related Stock Option.

6.2 A related Stock Appreciation tight shall entitle a holder of a Stock Option,
within the period specified for the exercise of the Stock Option, to surrender
the unexercised Stock Option, or a portion thereof, and to receive in exchange
thereof or a payment in cash or shares of Stock having an aggregate value equal
to the amount by which the Pair Market Value of each share of Stock exceeds the
Stock Option price per share of Stock, times the number of shares of Stock under
the Stock Option, or portion thereof, which is surrendered.

6.3 Each related Stock Appreciation Right granted hereunder shall be subject to
the same terms and conditions as the related Stock option, including limitations
on transferability, and shall be exercisable only to the extent such Stock
Option is exercisable and shall terminate or lapse and cease to be exercisable
when the related Stock Option terminates or lapses. The grant of Stock
Appreciation tights related to Incentive Stock Options must be concurrent with
the grant of the Incentive Stock Options. With respect to Nonqualified Stock
Options, the grant either may be concurrent with the grant of the Nonqualified
Stock Options, or in connection with Nonqualified Stock Options previously
granted under Article V which are unexercised. and have not terminated or
lapsed.

6.4 The Committee shall have sole discretion to determine in each case whether
the payment with respect to the exercise of a Stock Appreciation Right will be
in the form of all cash or all Stock, or any combination thereof. If payment is
to be made in Stock, the number of shares of Stock shall be determined based on
the Fair Market Value of the Stock on. the date of exercise. If the Committee
elects to make full payment in Stock, no fractional shares of Stock shall be
issued and cash payments shall be made in lieu of factional shares.

6.5 The Committee shall have sole discretion as to the timing of any payment
made in cash or Stock, or a combination thereof, upon exercise of Stock
appreciation tights. Payment may be made in a lump sum, in annual installments
or may be otherwise deferred; and the Committee shall have sole discretion to
determine whether any deferred payments may bear amounts equivalent to interest
or cash dividends.

6.6 Upon exercise of a Stock Appreciation Right, the number shares of Stock
subject to exercise wider any related Stock Option shall automatically be
reduced by the number of shares of Stock represented by the Stock Option or
portion thereof which is surrendered.

6.7 Notwithstanding any other provision of the Plan, the exercise of a Stock
Appreciation Right is required to satisfy the applicable requirement under Rule
16b-3 of the Act.

6.8 The Committee, in its sale discretion. may also provide that, in the event
of a Change in Control and/or a Potential Change in Control, as defined in
Article XIII, the amount to be paid upon the exercise of a Stock Appreciation
Right or Limited Stock Appreciation Right shall be based on the Change in
Control Price, as defined in Section 13.9, subject to such terms and conditions
as the Committee may specify.

6.9 In its sole discretion, the Committee may grant Limited Stock Appreciation
Rights under this Article VI. Limited Stock Appreciation Rights become
exercisable only in the event of a Change in Control and/or a Potential Change
in Control, subject to such terms and conditions as the committee, in its sole
discretion, may specify. Such Limited Stock Appreciation Rights shall be settled
solely in cash. A Limited Stock Appreciation Right shall entitle the holder of
the related Stock Option to surrender such Stock Option, or any portion thereof,
to the extent unexercised in respect of the number of shares of Stock as to
which such Limited Stock Appreciation Right is exercised, and to receive a cash
payment equal to the difference between (a) the Stock Appreciation Right Fair
Market Value, at the date of surrender, of a share of Stock for which the
surrendered Stock Option or portion thereof is then exercisable, and (b) the
price at which a Participant could exercise a related Stock Option to purchase
the share of Stock. Such Stock Option shall, to the extent so surrendered,
thereupon cease to be exercisable. A Limited Stock Appreciation Right shall be
subject to such further terms and conditions as the Committee shall, in its sole
discretion, deem appropriate, including any restrictions necessary to comply
with Section 16(b) of the Act.



<PAGE>


            ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS

7.1 Each Stock Option and Stock Right shall be granted subject to such terms and
conditions, if any, not inconsistent with this Plan, as shall be determined by
the Committee including any provisions as cc continued employment as
consideration for the grant or exercise of such Stock option or Stock Right and
any provisions which may be advisable to comply with applicable laws,
regulations or rulings of any governmental authority

7.2 A Stock Option or Stock Right shall not be transferable by the Participant
other than by will or by the laws of descent and distribution, or, to the extent
otherwise allowed by Rule 16b-3 under the Act, or other applicable law, pursuant
to a qualified domestic relations order as defined by the Code or the Employee
Retirement Income Security Act, or the rules thereunder, and shall be
exercisable during the lifetime of the Participant only by him or by his
guardian or legal representative.

7.3 Shares of Stock purchased upon exercise of a Stock Option shall be paid for
in such amounts, at such times and upon such terms as shall be determined by the
Committee, subject to limitations set forth in the Stock Option Award Agreement.
Without limiting the foregoing, the Committee may establish payment terms for
the exercise of Stock options which permit the Participant to deliver shares of
stock, or other evidence of ownership of Stock satisfactory to the Company, with
a Fair Market Value equal to the Stock Option price as payment.

7.4 No cash dividends shall be paid on shares of Stock subject to unexercised
Stock Options. The Committee may provide, however, that a Participant to whom a
Stock Option has been granted which is exercisable in whole or in part at a
future time for shares of Stock shall be entitled to receive an amount per share
equal in value to the casts dividends, if any, paid per share on issued and
outstanding Stock, as of the divided record dates occurring during the period
between the date of the grant and the time each such share of Stock is delivered
pursuant to exercise of such Stock Option or the related Stock Right. Such
amounts (herein called "divided equivalents") may, in the discretion of the
Committee, be:

(a) paid in cash or Stock either from time to time prior to, or at the time of
the delivery of, such Stock, or upon expiration of the Stock Option if it shall
not have been fully exercised; or

(b) converted into contingently credited shares of Stock with respect to which
dividend equivalents may accrue, in such manner, at such value, and deliverable
at such time or times, as may be determined by the Committee.

Such Stock, whether delivered or contingently credited shall be charged against
the limitations set forth in Section 3.6.

7.5 The Committee, in its sole discretion, may authorize payment of interest
equivalents on dividend equivalents which are payable in cash at a future time.

7.6 In the event of Disability or death, the Committee, with the consent of the
Participant or his legal representative, may authorize payment, in cash or in
Stock, or partly in cash and partly in Stock, as the Committee may direct, of an
amount equal to the difference at the time between the Fair Market Value of the
Stock subject to a Stock Option and the option price in consideration of the
surrender of the Stock Option.

7.7 If a Participant is required to pay to the Company an amount with respect to
income and employment tax withholding obligations in connection with exercise of
a Nonqualified Stock Option, and/or with respect to certain dispositions of
Stock acquired upon the exercise of an Incentive Stock Option, the Committee, in
its discretion and subject to such rules as it may adopt, may permit the
Participant to satisfy the obligation, in whole or in part, by making an
irrevocable election that a portion of the total Fair Market Value of the shares
of Stock subject to the Nonqualified Stock Option and/or with respect to certain
dispositions of stock acquired upon the exercise of an Incentive Stock Option,
be paid in the form of cash in lieu of the issuance of Stock and that such cash
payment be applied to the satisfaction of the withholding obligations. The
amount to be withheld shall not exceed the statutory minimum federal and state
income and employment tax liability arising from the Stock option exercise
transaction. Notwithstanding any other provision of the Plan, any election under
this Section 7.7 is required to satisfy the applicable requirements under Rule
16b-3 of the Act.

7.8 The Committee may permit the voluntary surrender of all or a portion of any
Stock Option granted under the Plan to be conditioned upon the granting to the
Participant of a new Stock Option for the same or a different number of shares
of Stock as the Stock Option surrendered, or may require such surrender as a
condition precedent to a grant of a new Stock Option to such Participant.
Subject to the provisions of the Plan, such new Stock Option shall be
exercisable at the same price, during such period and on such other terms and
conditions as are specified by the Committee at the time the new Stock Option is
granted. Upon surrender, the Stock Options surrendered shall be canceled and the
shares of Stock previously subject to them shall be available for the grant of
other Stock options.



<PAGE>


                         ARTICLE VIII - RESTRICTED STOCK

8.1 Restricted Stock Awards may be made to certain Participants as an incentive
for the performance of future services that will contribute materially to the
successful operation of the Company. Awards of Restricted Stock may be made
either alone, in addition to or is tandem with other Awards granted under the
Plan and/or cash payments made outside of the Plan.

8.2  With respect to Awards of Restricted Stock, the Committee shall:

(a) determine the purchase price, if any, to be paid for such. Restricted Stock,
which may be equal to or less than par value and may be zero, subject to such
minimum consideration as may be required by applicable law;

(b)  determine the length of the Restriction Period;

(c) determine any restrictions applicable to the Restricted Stock such as
service or performance, other than those set forth in this Article VIII;

(d) determine if the restrictions shall lapse as to all shares of Restricted
Stock at the end of the Restriction Period or as to a portion of the shares of
Restricted Stock in installments during he Restriction Period; and

(e) determine if dividends and. other distributions on the Restricted Stock are
to be paid currently to the Participant or paid to the Company for the account
of the Participant.

8.3 Awards of Restricted Stock must be accepted within a period of 60 days, or
such shorter period as the Committee may specify, by executing a Restricted
Stock Award Agreement and paying whatever price, if any, is required.

The prospective recipient of a Restricted Stock Award shall not have any rights
with respect to such Award, unless such recipient has executed a Restricted
Stock Award Agreement and has delivered a fully executed copy thereof to the
Committee, and has otherwise complied with the applicable terms and conditions
of such Award.

8.4 Except when the Committee determines otherwise, or as otherwise provided in
the Restricted Stock Award Agreement, if a Participant terminates employment
with cite Company for any reason before the expiration of the Restriction
Period, all, shares of Restricted Stock still subject to restriction shall be
forfeited by the Participant and shall be reacquired by the Company.

8.5 Except as otherwise provided in this Article VIII, no shares of Restricted
Stock received by a Participant shall be sold exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.

8.6 To the extent not otherwise provided in a Restricted Stock Award Agreement,
in cases of death, Disability or Retirement or in cases of special circumstance,
the committee, if it finds that a waiver would be appropriate, may elect to
waive any or an remaining restrictions with respect to such Participant's
Restricted Stock.

8.7 In the event of hardship or other special circumstances of a Participant
whose employment with the Company is involuntarily terminated, the Committee may
waive in whole or in part any or all remaining restrictions with respect to any
or all. of the Participant's Restricted Stock, based on such factors and
criteria as the Committee may deem appropriate.

8.8  The certificates representing shares of Restricted tock may either:

(a) be held in custody by the Company until the Restriction Period expires or
until restrictions thereon otherwise lapse, and the Participant shall deliver to
the Company a stock power endorsed in blank relating to the Restricted Stock;
and/or

(b) be issued to the Participant and registered in the name of the Participant,
and shall bear an appropriate restrictive legend and shall be subject to
appropriate stop-transfer orders.

8.9 Except as provided in this Article VIII, a Participant receiving a
Restricted Stock Award shall have, with respect to the shares of Restricted
Stock covered by any Award, all of the rights of a shareholder of the Company,
including the right to vote the shares to the extent, if any, such shares
possess voting rights and the right to receive any dividends; provided, however,
the Committee may require that any dividends an such shares of Restricted Stock
shall be automatically deferred and reinvested in additional Restricted Stock
subject to the same restrictions as the underlying Award, or may require that
dividends and other distributions on Restricted Stock shall be paid to the
Company for the account of the Participant. The Committee shall determine
whether interest shall be paid on such amounts, the rate of any such interest,
and the ocher terms applicable to such amounts.

8.10 If and when the Restriction Period expires without a prior forfeiture of
the Restricted Stock subject to such Restriction Period, unrestricted
certificates for such shares shall be delivered to the Participant.

8.11 In order to better ensure that Award payments actually reflect the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion, for a tandem performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a Restricted Stock Award, subject to such performance, future service,
deferral and other terms and conditions as may be specified by the Committee.



<PAGE>


                           ARTICLE IX - DEFERRED STOCK

9.3. Shares of Deferred Stock together with cash dividend equivalents, if so
determined by the Committee, may be issued either alone or in addition to other
Awards granted under the Plan in the discretion of the Committee. The Committee
shall determine the individuals to whom, and the time or times at which, such
Awards will be made, the number of shares to be awarded. The price, if any, to
be paid by the recipient of a Deterred Stock Award, the time or times within
which such Awards say be subject to forfeit, and all other conditions of the
Awards. The Committee may condition Awards of Deferred Stock upon the attainment
of specified performance goals or such other factors or criteria as the
Committee may determine.

9.2 Deferred Stock Awards shall be subject to the following terms and
conditions;

(a) Subject to the provisions of this Plan and the applicable Award Agreement,
Deterred Stock Awards may not be sold, transferred, pledged, assigned or
otherwise encumbered during the period specified by the Committee for purposes
of such Award (the "Deferral Periods"). At the expiration of the Deferral
Period, or the Elective Deferral Period defined in Section 9.3, share
certificates shall be delivered to the Participant, or his legal representative,
in a number equal to the number of shares of Stock covered by the Deferred Stock
Award.

Based on service, performance and/or such other factors or criteria as the
Committee may determine, the Committee, however, at or after grant, may
accelerate the vesting of all, or any part of any Deferred Stock Award and/or
waive the deferral. limitations for all or any part of such Award.

(b) Unless otherwise determined by the Committee, amounts equal to any dividends
that would have been payable during the Deferral Period with respect to the
number of shares of Stock covered by a Deferred Stock Award if such shares of
Stock had been outstanding shall be automatically deferred and deemed to be
reinvested in additional Deferred Stock, subject to the same deferral
limitations as the underlying Award.

(c) Except to the extent otherwise provided in this Plan or in the applicable
Award Agreement, upon Termination of Employment during the Deferral Period for a
given Award, the Deferred Stock covered by such Award shall be forfeited by the
Participant; provided, however, the Committee may provide for accelerated
vesting in the event of Termination of Employment due to death, Disability or
Retirement, or in the event of hardship or other special. circumstances as the
Committee deems appropriate.

(d) The Committee may require that a designated percentage of the total Fair
Market Value of the shares of Deferred Stock held by one or more Participants be
paid in the form of cash in lieu of the issuance of Stock and that such cash
payment be applied to the satisfaction of the federal and state income and
employment tax withholding obligations that arise at the time the Deferred Stock
becomes free of all restrictions. The designated percentage shall be equal. to
the minimum income and employment tax withholding rate in effect at the time
under applicable federal and state laws.

(e) The Committee may provide one or more Participants subject to the mandatory
cash payment with an election to receive an additional percentage of the total
value of the Deferred Stock in the form of a cash payment in lieu of the
issuance of Deferred Stock. The additional percentage shall not exceed the
difference between 50% and the designated percentage cash payment.

(f) The Committee may impose such further terms and conditions on partial cash
payments with respect to Deferred Stock as it deems appropriate, including any
restrictions necessary to comply with Section 16(b) of the Act.

9.3 A Participant may elect to further defer receipt of Deferred Stock for a
specified period or until a specified event (the "Elective Deferral Period"),
subject in each case to the Committee's approval and to such terms as are
determined by the Committee. Subject to any exceptions adopted by the Committee,
such election must generally be made at least 12 months prior to completion of
the Deferral Period for the Deferred Stock Award in question, or for the
applicable installment of such an Award.

9.4 Each Award shall be confirmed by, and subject to the terms of, a Deferred
Stock Award Agreement.

9.5 In order to better ensure that the Award actually reflects the performance
of the Company and the service of the Participant, the Committee my provide, in
its sole discretion, for a tandem performance-based or other Award designed to
guarantee a minimum value, payable in cash or Stock to the recipient of Deferred
Stock Award, subject to such performance, future service, deferral and other
terms and conditions as may be specified by the Committee.



<PAGE>


                             ARTICE X - STOCK AWARDS

10.1 A Stock Award shall be granted only in payment of compensation that has
been earned or as compensation to be earned, including without limitation,
compensation awarded concurrently with or prior to the grant of the Stock Award.

10.2 For the purposes of this Plan, in determining the value of a Stock Award,
all shares of Stock subject to such Stock Award shall be valued at not less than
100% of the fair Market Value of such shares of Stock on the date such Stock
Award is granted, regardless of whether or when such shares of Stock are issued
or transferred to the Participant and whether or not such shares of Stock are
subject to restrictions which affect their value.

10.3 Shares of Stock subject to a Stock Award may be issued or transferred to
the Participant at the time the Stock Award is granted, or at any time
subsequent thereto, or in installment, from time to time, as the Committee shall
determine. If any such issuance or transfer shall not be made to the Participant
at the time the Stock Award is granted, the Committee may provide for payment to
such Participant, either in cash or shares of Stock, from time to time or at the
time or times such shares of Stock shall be issued or transferred to such
Participant, of amounts not exceeding the dividends which would have been
payable to such Participant in respect of such shares of Stock, as adjusted
under Section 3.11, if such shares of Stock had been issued or transferred to
such Participant at the time such Stock Award was granted. Any issuance payable
in shares of Stock under the terms of a Stock Award, at the discretion of the
Committee, may be paid in cash on each date on which delivery of shares of Stock
would otherwise have been made, in an amount equal to the Fair Market Value on
such date of the shares of Stock which would otherwise have been delivered.

10.4 A Stock Award shall be subject to such terms and conditions, including
without limitation, restrictions on the sale or other disposition of the Stock
Award or of the shares of Stock issued or transferred pursuant to such Stock
Award, as the Committee shall determine; provided, however, that upon the
issuance or transfer of shares pursuant to a Stock Award, the Participant, with
respect to such shares of Stock, shall be and become a shareholder of the
Company fully entitled to receive dividends, to vote to the extent, if any, such
shares posses. voting rights and to exercise all other rights of a shareholder
except to the extent otherwise provided in the Stock Award. Each Stock Award
shall be evidenced by a written Award Agreement in such form as the Committee
shall determine.



<PAGE>


                         ARTICLE XI - PERFORMANCE SHARES

31.1 Awards of Performance Shares may be made to certain Participants as an
incentive for the performance of future services that will contribute materially
to the successful operation of the Company. Awards of Performance Shares way be
trade either alone, in addition to or in tandem With other Awards granted under
the Plan and/or cash payments made outside of the Plan.

11.2 With respect to Awards of Performance Shares, which may be issued for no
consideration or such minimum consideration as is required by applicable law,
the Committee shall:

(a) determine and designate from time to time those Participants to whom Awards
of Performance Shares are to be made;

(b) determine the performance period (the "Performance Period") and/or
performance objectives (the "Performance Objectives") applicable to such Awards;

(c)  determine the form of settlement of a Performance Share; and

(d) generally determine the terms and conditions of each such Award. At any
date, each Performance Share shall have a value equal. to the Fair Market Value,
determined as set forth in Section 2.13.

11.3 Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.

11.4 The Committee shall determine the Performance objectives of Awards of
Performance Shares Performance Objectives nay vary from Participant to
Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Committee may deem appropriate, including for
example, but not limited to, minimum earnings per share or return on equity. If
during the course of a Performance Period there shall occur significant events
which the Committee expects to have a substantial effect on the applicable
Performance Objectives during such period, the Committee may revise such
Performance Objectives.

11.5 The Committee shall determine for each Participant the number of
Performance Shares which shall be paid to the Participant if the applicable
Performance objectives are exceeded or met in whole or in part.

11.6 If a Participant terminates service with the Company during a Performance
Period because of death, Disability, Retirement or under other circumstances in
which the Committee in its discretion finds that a waiver would be appropriate,
that Participant, as determined by the Committee, may be entitled to a payment
of Performance Shares at the end of the Performance Period based upon the extent
to which the Performance objectives were satisfied at the end of such period and
pro rated for the portion of the performance Period during which the Participant
was employed by the Company; provided, however, the Committee may provide for an
earlier payment in settlement of such Performance Shares in such amount and
under such terms and conditions as the Committee deems appropriate or desirable.
If a Participant terminates service with the Company during a Performance Period
for any other reason, then such Participant shall not be entitled to any payment
with respect to that Performance Period unless the Committee shall otherwise
determine.

11.7 Each Award at a Performance Share shall be paid in whole shares of Stock,
or cash, or a. combination of Stock and cash as the Committee shall determine,
with payment to be made as soon as practicable after the end of the relevant
Performance Period.

11.8 The Committee shall have the authority to approve requests by Participants
to defer payment of Performance Shares on terms and conditions approved by the
Committee and set. forth in a written Award Agreement between the Participant
and the Company entered into in advance of the time of receipt or constructive
receipt of payment by the Participant.



<PAGE>


                     ARTICLE XII - OTHER STOCK-BASED AWARDS

12.1 Other awards that are valued in whole or in part by reference to, or are
otherwise based on, Stock ("Other Stock-Based Awards"), including without
limitation, convertible preferred stock, convertible debentures, exchangeable
securities, phantom stock and Stock awards or options valued by reference to
book value or performance, may be granted either alone or in addition to or in
tandem with Stock Options, Stock Rights, Restricted Stock, Deferred Stock or
Stock Awards granted under the Plan and/or cash awards made outside of the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to
determine the Eligible Participants to whom and the time or times at which such
Awards shall be made, the number of shares of Stock subject to such Awards, and
all other conditions of the Awards. The Committee also may provide for the grant
of shares of Stock upon the completion at a specified Performance Period.

The provisions of Other Stock-Sated Awards need not be the same with respect to
each recipient.

12.2 Other Stock-Based Awards made pursuant to this Article XII shall be subject
to the following terms and conditions:

(a) Subject to the provisions of this Plan and the Award Agreement, shares of
Stock subject to Awards made under this Article XII may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which the
shares are issued, or, if later, the date on which any applicable restriction,
performance or deferral period lapses..

(b) Subject to the provisions of this Plan and the Award Agreement and unless
otherwise determined by the Committee at the time of the Award, the recipient of
an Award under this Article XII shall be entitled to receive, currently or on a
deferred basis, interest or dividends or interest or dividend equivalents with
respect to the number of shares covered by the Award, as determined at the time
of the Award by the Committee, in its sole discretion, and the Committee may
provide that such amounts, if any, shall be deemed to have been reinvested in
additional Stock or otherwise reinvested.

(c) Any Award under this Article XII and any Stock covered by any such Award
shall vest or be forfeited to the extent so provided in the Award Agreement, as
determined by the Committee, in its sole discretion.

(d) Upon the Participant's Retirement, Disability or death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole
or in part any or all of the remaining limitations imposed hereunder, if any,
with respect to any or all of an Award under this Article XII.

(e) Each Award under this Article XII shall be confirmed by, and. subject to the
terms of, an Award Agreement,

(f) Stock, including securities convertible into Stock, issued on a bonus basis
under this Article XII may be issued for no cash Consideration.

12.3 Other Stock-Based Awards may include a phantom stock Award which is subject
to the following terms and conditions:

(a) The Committee shall select the Eligible Participants who may receive phantom
stock Awards. The Eligible Participant shall be awarded a phantom stock unit,
which shall be the equivalent to a share of Stock.

(b) Under an Award of phantom stock, payment shall be made on the dates or dates
as specified by the Committee or as stated in the Award Agreement and phantom
stock Awards may be settled in cash, Stock, or some combination thereof.

(c) The Committee shall determine such other terms and conditions of each Award
as it deems necessary in its sole discretion.



<PAGE>


                       ARTICLE XIII - ACCELERATION EVENTS

13.1 For the purposes of the Plan, an Acceleration Event shall occur in the
event of a "Potential Change in Control," or "Change in Control" or a
"Board-Approved Change in Control" as those terms are defined below.

13.2  A "Change in Control' shall be deemed to have occurred if:

(a) Any "Person" as defined in Section 3(a)(9) of the Act, including a "group"
(as that term is used in Section 13(d)(3) and 14(d)(2) of the Act), but
excluding the Company and any employee benefit plan Sponsored or maintained by
the Company, including any trustee of such plan acting as trustee, who:

(i) makes a tender or exchange offer for any shares of the Company's Stock (as
defined below) pursuant to which any shares of the Company's Stock are purchased
(an "Offer"); or

(ii) together with its "affiliates" and "associates" (as those terms are defined
in Rule l2b-2 under the Act) becomes the "Beneficial Owner" (within the meaning
of Rule 13d-3 under the Act) of at least 20% of the Company's Stock (an
"Acquisition");

(b) The shareholders of the Company approve a definitive agreement or plan to
merge or consolidate the company with or into another corporation, to sell or
otherwise dispose of all, or substantially all, of its assets, or to liquidate
the Company (individually, a. "Transaction"); or

(c) When, during any period of 24 consecutive months during the existence of the
Plan, the individuals who, at the beginning of such period, constitute the Board
(the "Incumbent Directors") cease for any reason other than death to constitute
at least a majority thereof; provided, however, that a director who was not a
director at the beginning of such 24 month period shall be deemed to have
satisfied such 24 month requirement, and be an Incumbent Director, if such
director was elected by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent Directors
either actually, because they were directors at the beginning of such 24 month
period, or by prior operation of this Section 13.2(c).

1.3.3 A "Board-Approved Change in Control" shall be deemed to have occurred if
the Offer, Acquisition or Transaction, as the case may be, is approved by a
majority of the Directors serving as members of the Board at the time of the
Potential Change in control or Change in Control.

13.4 A "Potential Change in Control" means the happening of any one of the
following:

(a) The approval by shareholders of an agreement by the company, the
consummation of which would result in a Change in Control of the Company, as
defined in Section 13.2; or

(b) The acquisition of Beneficial Ownership, directly or indirectly, by any
entity, person or group, other than the Company or any Company employee benefit
plan, including any trustee of such plan acting as such trustee, of securities
of the Company representing five percent or more of the combined voting power of
the Company's outstanding securities and the adoption by the Board of a
resolution to the effect chat a Potential Change in Control of the Company has
occurred, for the purposes of this Plan.

13.5 Upon the occurrence of an Acceleration Event, subject to the approval of
the Committee if the Acceleration Event results from a Board-Approved Change in
Control, all then outstanding Performance Shares with respect to which the
applicable Performance Period has not been completed shall be paid as soon as
practicable as follows:

(a) all Performance Objectives applicable to the Award of Performance Shares
shall be deemed to have been satisfied to the extent necessary to result in
payment of 100% of the Performance Shares covered by the Award; and

(b) the applicable Performance Period shall be deemed to have ended on the date
of the Acceleration Event;

(c) the payment to the Participate shall be the amount determined either by the
Committee, in its sole discretion, or in the manner stated in the Award
Agreement. This amount shall then be multiplied by a fraction, the numerator of
which is the number of full calendar months of the applicable Performance Period
that have elapsed prior to the date of the Acceleration Event, and the
denominator of which is the total number of months in the original Performance
Period; and upon the making of any such payment, the Award Agreement as to which
it relates shall be deemed canceled and of no further force and effect.

Upon the occurrence of an Acceleration Event, subject to the approval of the
Committee if the Acceleration Event results from a Board-Approved Change in
Control, the Committee in its discretion may declare any or all then outstanding
Stock options, and any or all related Stock Rights outstanding for at least six
months, not previously exercisable and vested as immediately exercisable and
fully vested, in whole or in part.

Upon the occurrence of an Acceleration Event, subject to the approval of the
Committee if the Acceleration Event results from a Board-Approved Change in
Control, the Committee in its discretion, may declare the restrictions
applicable to Awards of Restricted Stock, Deferred Stock or Other Stock-Based
awards to have lapsed, in which case the Company shall remove all restrictive
legends and stop-transfer orders applicable to the certificates for such shares
of Stock, and deliver such certificates to the Participants in whose names for
they are registered.

The value of all outstanding Stock Option. Stock Rights, Restricted Stock,
Deferred Stock, Performance Shares, Stock Awards and Other Stock-Based Awards,
in each case to the extent vested, shall, unless otherwise determined by the
Committee in its sole discretion at or after grant but prior to any Change in
Control, be cashed out on the basis of the "Change in Control Price" (as defined
in Section 13.9) as of the date such change in Control or such Potential Change
in Control is determined to have occurred or such other date as the Committee
may determine prior to the Change in Control.

For purposes of Section 13.8, "Change in Control Price" means the highest price
per share of Stock paid in any the transaction reported on the exchange on which
the Stock is then traded, or paid or offered in any bona fide transaction by the
related to a Potential or actual Change in Control of the Company at any time
during the 60-day period immediately preceding the occurrence of the Change in
Control, or, where applicable, the occurrence of the Potential Change in Control
event, in each case as determined by the Committee for except that, in the case
of Incentive Stock Options and Stock Appreciation Rights, or Limited Stock
Appreciation Rights relating to such Incentive Stock Options, such price shall
be based only on transactions reported for the date on which the optionee
exercises such incentive Stock Options, Stock Appreciation Rights, or Limited
Stock Appreciation

                              *** *** *** *** ***

14.3 If an Acceleration Event has occurred, no amendment or termination shall
impair the rights of any person with respect to an outstanding Award as provided
in Article XIII.



<PAGE>


                      ARTICLE XV - MISCELLANEOUS PROVISIONS

15.1 Nothing in the Plan or any Award granted hereunder shall confer upon any
Participant any right to continue in the employ of the Company, or to serve as a
director thereof, or interfere in any way with the right of the Company to
terminate his or her employment at any time. Unless specifically provided
otherwise, no Award granted under the Plan shall be deemed salary or
compensation for the purpose of computing benefits under any employee benefit
plan or other arrangement of the Company for the benefit of its employees unless
the Company shall determine otherwise. No Participant shall have any claim to an
Award until it is actually granted under the Plan. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right
shall, except as otherwise provided by the Committee, be no greater than the
right of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the company, and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts, except as provided in Article VIII with respect
to Restricted Stock and except as otherwise provided by the Committee.

15.2 The Company way make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Stock option or the exercise thereof, any Stock Right or the exercise thereof,
or in connection with any other type of equity-based compensation provided
hereunder or the exercise thereof, including, but not limited to, the
withholding of payment of all or any portion of such Award or another Award
under this Plan until the Participant reimburses the Company f or the amount the
Company is required to withhold with respect to such taxes, or canceling any
portion of such Award or another Award under this Plan in an amount sufficient
to reimburse itself for the amount it is required to so withhold, or selling any
property contingently credited by the Company for the purpose of paying such
Award or another Award under this Plan, in order to withhold or reimburse itself
for the amount it is required to so withhold.

15.3 The Plan and the grant of Awards shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any United
States government or regulatory agency as may be required. Any provision herein
relating to compliance with Rule 16b-3 under the Act shall not be applicable
with respect to participation in the Plan by Participants who are not subject to
Section 16(b) of the Act.

15.4 The terms of the Plan shall be binding upon the Company, and its successors
and assigns.

15.5 Neither a Stock Option, Stock Right, nor any other type of equity-based
compensation provided for hereunder, shall be transferable, except as provided
for herein. Unless otherwise provided by the Committee or in an Award Agreement,
transfer restrictions shall only apply to Incentive Stock Options as required in
Article IV and to the extent otherwise required by federal or state securities
laws. If any Participant makes such a transfer in violation hereof, any
obligation of the Company shall forthwith terminate.

15.6 This Plan and all actions taken hereunder shall be governed by the laws of
the State of North Carolina, except to the extent preempted by the Employee
Retirement Income Security Act of 1974, as amended.

15.7 The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall, give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver shares of Stock or payments in lieu of or with respect to Awards
hereunder; provided, however, that, unless the Committee otherwise determines
with the consent of the affected Participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.

15.8 Each Participant exercising an Award hereunder agrees to give the Committee
prior written notice of any election made by such Participant Under Section
83(b) of the Code, or any similar provision thereof.

15.9 If any provision of this Plan or an Award Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award Agreement under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.



INTEGRATED SILICON SYSTEMS, INC.

By:
-----------------------------------

Authorized Officer

ATTEST:

(Corporate Seal)

-----------------------------------

Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>9
<FILENAME>ex4-10.txt
<TEXT>
                                                                    Exhibit 4.10
                                                                    ------------


                      TECHNOLOGY MODELING ASSOCIATES, INC.

                           1996 EQUITY INCENTIVE PLAN

                             As Adopted July 8, 1996

         1. PURPOSE. The purpose of this Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and
Subsidiaries, by offering them an opportunity to participate in the Company's
future performance through awards of Options, Restricted Stock and Stock
Bonuses. Capitalized terms not defined in the text are defined in Section 23.

         2. SHARES SUBJECT TO THE PLAN.

               2.1 Number of Shares Available. Subject to Sections 2.2 and 18,
the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 1,500,000 Shares. Subject to Sections 2.2 and 18,
Shares that (a) are subject to issuance upon exercise of an Option but cease to
be subject to such Option for any reason other than exercise of such Option; (b)
are subject to an Award granted hereunder but are forfeited or are repurchased
by the Company at the original issue price; or (c) are subject to an Award that
otherwise terminates without Shares being issued will again be available for
grant and issuance in connection with future Await under this Plan. With respect
to outstanding option grants under the Company's 1989 Stock Option Plan and 1995
Stock Option Plan. (the "Prior Plans") on the Effective Date (as defined below)
any shares that are issuable upon exercise of options granted pursuant to the
Prior Plans that expire or become unexercisable for any reason without having
been exercised in fu]l will no longer be available for grant and issuance under
the Prior Plans, but will be available for grant and issuance under this Plan.
At all times the Company shall reserve and keep available a sufficient number of
Shares as shall be required to satisfy the requirements of all outstanding
Options granted under this Plan and all other outstanding but unvested Awards
granted under this Plan.

               2.2 Adjustment of Shares. In the event that the number of
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by. the Board or the shareholders of
the Company and compliance with applicable securities laws; provided, however,
that fractions of a Share will not be issued but wilt either be replaced by a
cash payment equal to the Fair Market Value of such fraction of a Share or will
be rounded up to the nearest whole Share, as determined by the Committee.

         3. ELIGIBILITY. ISO (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. MI other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent or Subsidiary of the Company; provided
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. No person will be eligible to receive more than 500.000 Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder,
other than new employees of the Company or of a Parent or Subsidiary of the
Company (including new employees who are also officers and directors of the
Company or any Parent or Subsidiary of the Company) who are eligible to receive
up to a maximum of 800,000 Shares in the calendar year in which they commence
their employment. A person may be granted more than one Award under this Plan.

         4. ADMINISTRATI0N

               4.1 Committee Authority. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

               (a)  construe and interpret this Plan, any Award Agreement and
                    any other agreement or document executed pursuant to this
                    Plan;

               (b)  prescribe, amend and rescind rules and regulations relating
                    to this Plan;

               (c)  select persons to receive Awards;

               (d)  determine the form and terms of Awards;

               (e)  determine the number of Shares or other consideration
                    subject to Awards;

               (f)  determine whether Awards will be granted singly, in
                    combination with, in tandem with, in replacement of, or as
                    alternatives to, other Awards under this Plan or any other
                    incentive or compensation plan of the Company or any Parent
                    or Subsidiary of the Company;

               (g)  grant waivers of Plan or Award conditions;

               (h)  determine the vesting, exercisability and payment of Awards;

               (i)  correct any defect, supply any omission or reconcile any
                    inconsistency in this Plan, any Award or any Award Agreement

               (j)  determine whether an Award has been earned and

               (k)  make all other determinations necessary or advisable for the
                    administration of this Plan.

               4.2 Committee Discretion. Any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under this Plan to Participants who are not Insiders of the
Company.

               4.3 Committee Members. If two or more members of the Board are
Outside Directors, the Committee will be comprised of at least two (2) members
of the Board, all of whom are Outside Directors and who satisfy the requirements
under the Exchange Act fur administering this Plan.

         5. OPTIONS. The Committee may grant Options to eligible persons and
will determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option. the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

               5.1 Form of Option Grant. Each Option granted under this Plan
will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO ("Stock Option Agreement"), and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

               5.2 Date of Grant. The date of grant of an Option will be the
date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

               5.3 Exercise Period.. Options may be exercisable within the times
or upon the event determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no 1SO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Shareholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted. The Committee also may provide
for Options to become exercisable at one time or from tune to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

               5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant; provided that:
(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant and (ii) the Exercise Price of any ISO
granted to a Ten Percent Shareholder will not be less than l0% of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of this Plan.

               5.5 Method of Exercise. Options may be exercised only by delivery
to the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, If
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

               5.6 Termination. Notwithstanding the exercise periods set forth
in the Stock Option Agreement, exercise of an Option will always be subject to
the following:

               (a)  If the Participant is Terminated for any mason except death
                    or Disability, then the Participant may exercise such
                    Participant's Options only to, the extent that such Options
                    would have been exercisable upon the Termination Date no
                    later than three (3) months after the Termination Date (or
                    such shorter or longer time period not exceeding five (5)
                    years as may be determined by the Committee, with any
                    exercise beyond three (3) months after the Termination Date
                    deemed to be an NQSO), but in any event, no later than the
                    expiration date of the Options.

               (b)  If the Participant is Terminated because of Participant's
                    death or Disability (or the Participant dies within three
                    (3) months after a Termination other than because of
                    Participant's death or disability), then Participant's
                    Options may be exercised only to the extent that such
                    Options would have been exercisable by Participant on the
                    Termination Date and must be exercised by Participant (or
                    Participant's legal representative or authorized assignee)
                    no later than twelve (12) months after the Termination Date
                    (or such shorter or longer time period not exceeding five
                    (5) years as may be determined by the Committee, with any
                    such exercise beyond (a) three (3) months after the
                    Termination Date when the Termination is for any reason
                    ocher than the Participant's death or Disability, or (b)
                    twelve (12) months after the Termination Date when the
                    Termination is for Participant's death or Disability, deemed
                    to be an NQSO), but in any event no later than the
                    expiration date of the Options.

               (c)  If a Participant is determined by the Board to have
                    committed an act of theft, embezzlement, fraud, dishonesty
                    or n breach of fiduciary duty to the Company or Subsidiary,
                    neither the Participant, the Participant's estate nor such
                    other person who may then hold the Option shall be entitled
                    to exercise any Option with respect to any shares
                    whatsoever, after termination of service, whether or not
                    after termination of service the Participant may receive
                    payment from the Company or Subsidiary for vacation pay, for
                    services rendered prior to termination, for services
                    rendered for the day on which termination occurs, for salary
                    in lieu of notice, or for any other benefits. In making such
                    determination, the Board shall give the Participant an
                    opportunity to present to the Board evidence on his behalf.
                    For the purpose of this paragraph, termination of service
                    shall be deemed to occur on the date when the Company
                    dispatches notice or advice to the Participant that his
                    service is terminated.



               5.7 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

               5.8 Limitations on ISO. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISO are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company, Parent
or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value
of Shares on the date of grant with respect to which ISO are exercisable for the
first time by a Participant during any calendar year exceeds $100,000, then the
Options for the first $100,000 worth of Shares to become exercisable in such
calendar year will be ISO and the Options for the amount in excess of $100,000
that become exercisable in that calendar year will be NQSOs. In the event that
the Code or the regulations promulgated thereunder are amended after the
Effective Date of this Plan to provide for a different limit on the Fair Market
Value of Shares permitted to be subject to ISO, such different limit will be
automatically incorporated herein and will apply to any Options granted after
the effective date of such amendment.

               5.9 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

               5.10 No Disqualification. Notwithstanding any other provision in
this Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

         6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the
Company to sell to an eligible person Shares that are subject to restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Reward, subject to the following:

               6.1 Form of Restricted Stock Award. All purchases under a
Restricted Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement ("Restricted Stock Purchase Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver the Restricted Stock Purchase Agreement
along with full payment for the Shares to the Company within thirty (30) days,
then the offer will terminate, unless otherwise determined by the Committee.

               6.2 Purchase Price. The Purchase Price of Shares sold pursuant to
a Restricted Stock Award will be determined by the Committee and will be at
least 85% of the Fair Market Value of the Shares on the date the Restricted
Stock Award is granted, except in the case of a sale to a Ten Percent
Shareholder, in which case the Purchase Price will be 100% of the Fair Market
Value. Payment of the Purchase Price may be made in accordance with Section 8 of
this Plan.

               6.3 Restrictions. Restricted Stock Awards will be subject to such
restrictions (if any) as the Committee may impose. The Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or part, based on length of service, performance or such
other factors or criteria as the Committee may determine.

         7. STOCK BONUSES

               7.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares
(which may consist of Restricted Stock) for services rendered to the Company or
any Parent or Subsidiary of the Company. A Stock Bonus may be awarded for past
services already rendered to the Company, or any Parent or Subsidiary of the
Company pursuant to an Award Agreement (the "Stock Bonus Agreement") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to
the terms and conditions of this Plan. A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the
Participant's individual Award Agreement (the "Performance Stock Bonus
Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine.

               7.2 Terms of Stock Bonuses. The Committee will determine the
number of Shares to be awarded to the Participant and whether such Shares will
be Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee will determine: (a) the nature, length and starting date of any period
during which performance is to be measured (the "Performance Period") for each
Stock Bonus; (b) the performance goals and criteria to be used to measure the
performance, if any; (c) the number of Shares that may be awarded to the
Participant; and (d) the extent to which such Stock Bonuses have been earned.
Performance Periods may overlap and Participants may participate simultaneously
with respect to Stock Bonuses that are subject to different Performance Periods
and different performance goals and other criteria. The number of Shares may be
(tied or may vary in accordance with such performance goals and criteria as may
be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.

               7.3 Form of Payment. The earned portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend equivalent,
if any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee will determine.

               7.4 Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Performance Stock Bonus Agreement, unless the Committee will
determine otherwise.

         8. PAYMENT FOR SHARE PURCHASES

               8.1 Payment. Payment for Shares purchased pursuant to this Plan
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

               (a)  by cancellation of indebtedness of the Company to the
                    Participant;

               (b)  by surrender of shares that either, (1) have been owned by
                    Participant for more than six (6) months and have been paid
                    for within the meaning of SEC Rule 144 (and, if such shares
                    were purchased from the Company by use of a promissory note,
                    such note has been fully paid with respect to such shares);
                    or (2) were obtained by Participant in the public market;

               (c)  by tender of a full recourse promissory note having such
                    terms as may be approved by the Committee and bearing
                    interest at a rate sufficient to avoid imputation of income
                    under Sections 483 and 1274 of the Code; provided, however,
                    that Participants who are not employees or directors of the
                    Company will not be entitled to purchase Shares with a
                    promissory note unless the note is adequately secured by
                    collateral other than the Shares;

               (d)  by waiver of compensation due or accrued to the Participant
                    for services rendered;

               (e)  with respect only to purchases upon exercise of an Option,
                    and provided that a public market for the Company's stock
                    exists:

                    (1)  through a "same day sale" commitment from the
                         Participant and a broker-dealer that is a member of the
                         National Association of Securities Dealers (an "NASD
                         Dealer") whereby the Participant irrevocably elects to
                         exercise the Option and to sell a portion of the Shares
                         so purchased to pay for the Exercise Price, and whereby
                         the NASD Dealer Irrevocably commits upon receipt of
                         such Shares to forward the Exercise Price directly to
                         the Company; or

                    (2)  through a "margin" commitment from the Participant and
                         a NASD Dealer whereby the Participant irrevocably
                         elects to exercise the Option and to pledge the Shares
                         so purchased to the NASD Dealer in a margin account as
                         security for a loan from the NASD Dealer in the amount
                         of the Exercise Price, and whereby the NASD Dealer
                         irrevocably commits upon receipt of such Shares to
                         forward the Exercise Price directly to the Company; or

               (f)  by any combination of the foregoing.

               8.2 Loan Guarantees. The Committee may help the Participant pay
for Shares purchased under this Plan by authorizing a guarantee by the Company
of a third-party loan to the Participant.

         9. WITHHOLDING TAXES.

               9.1 Withholding Generally. Whenever Shares arc to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
In satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

               9.2 Stock Withholding. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined (the "Tax Date"). All elections by a Participant to
have Shares withheld for this purpose will be made in accordance with the
requirements established by the Committee and be in writing in a form acceptable
to the Committee.

         10. PRIVILEGES OF STOCK OWNERSHIP.

               10.1 Voting and Dividends. No Participant will have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a shareholder and have all the right of a shareholder with respect to
such Shares, including the sight to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's original Purchase Price pursuant to Section
12.

               10.2 Financial Statements. The Company will provide financial
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

         11. TRANSFERABILITY. Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as determined by the Committee and
set forth in the Award Agreement with respect to Awards that are not ISOs.
During the lifetime of the Participant an Award will be exercisable only by the
Participant, and any elections with respect to an Award may be made only by the
Participant unless otherwise determined by the Committee and set forth in the
Award Agreement with respect to Awards that are not ISOs.

         12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase a portion of or all Unvested Shares held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

         13. CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

         14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

         15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

         16. SECURITIES LAW AND OTHER REGULATROY COMPLIANCE. An Award will not
be effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

         17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

         18. CORPORATE TRANSACTIONS.

               18.1 Assumption or Replacement of Awards by Successor. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the shareholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company immediately prior to such merger
(other than any shareholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, or (d) the sale of substantially
all of the assets of the Company, any or all outstanding Awards may be assumed,
converted or replaced by the successor corporation (if any), which assumption,
conversion or replacement will be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Participants as was provided to
shareholders (after taking into account the existing provisions of the Awards).
The successor corporation may also issue, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In the
event such successor corporation (if any) refuses to assume or substitute
Awards, as provided above, pursuant to a transaction described in this
Subsection 18.1, such Awards will expire on such transaction at such time and on
such conditions as the Board will determine.

               18.2 Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 18, in
the event of the occurrence of any transaction described in Section 18.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

               18.3 Assumption of Awards by the Company. The Company, from time
to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

         19. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective
on the date on which the registration statement filed by the Company with the
SEC under the Securities Act registering the initial public offering of the
Company's Common Stock is declared effective by the SEC (the "Effective Date");
provided, however, that if the Effective Date does not occur on or before
December 31, 1997, this Plan will terminate having never become effective. This
Plan shall be approved by the shareholders of the Company (excluding Shares
issued pursuant to this Plan), consistent with applicable laws, within twelve
(12) months before or after the date this Plan is adopted by the Board. Upon the
Effective Dale, the Board may grant Awards pursuant to this Plan; provided,
however, that (a) no Option may be exercised prior to initial shareholder
approval of this Plan; (b) no Option granted pursuant to an increase in the
number of Shares subject to this Plan approved by the Board will be exercised
prior to the time such increase has been approved by the shareholders of the
Company; and (c) in the event that shareholder approval of such increase is not
obtained within the time period provided herein, all Awards granted hereunder
will be canceled, any Shares issued pursuant to any Award will be canceled, and
any purchase of Shares hereunder will be rescinded. So long as the Company is
subject to Section 16(b) of the Exchange Act, the Company will comply with the
requirements of Rule 16b-3 (or its successor), as amended, with respect to
shareholder approval.

         20. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of shareholder approval. This Plan
and all agreements thereunder shall be governed by and construed in accordance
with the laws of the State of California.

         21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided. however, that the Board will not, without the approval
of the shareholders of the Company, amend this Plan in any manner that requires
such shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or (if the Company is subject
to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the
Exchange Act or Rule I 6b-3 (or its successor), as amended, thereunder,
respectively.

         22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by
the Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

         23. DEFINITIONS. As used in this Plan, the `following terms will have
the following meanings:

               "Award" means any award under this Plan, including any Option,
Restricted Stock or Stock Bonus.

               "Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

               "Board" means the Board of Directors of the Company.

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

               "Committee" means the committee appointed by the Board to
administer this Plan, or if no such committee is appointed, the Board.

               "Company" means Technology Modeling Associates, Inc. or any
successor corporation.

               "Disability" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended. "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

               "Fair Market Value" means, as of any date, the value of a share
of the Company's Common Stock determined as follows:

               (a)  if such Common Stock is then quoted on the Nasdaq National
                    Market, its closing price on the Nasdaq National Market on
                    the date of determination as reported in The Wall Street
                    Journal;

               (b)  if such Common Stock is publicly traded and is then listed
                    on a national securities exchange, its closing price on the
                    dare of determination on the principal national securities
                    exchange on which the Common Stock is listed or admitted to
                    trading as reported in The Wall Street Journal:

               (c)  if such Common Stock is publicly traded but is not quoted on
                    the Nasdaq National Market nor listed or admitted to trading
                    on a national securities exchange, the average of the
                    closing bid and asked prices on the date of determination as
                    reported in The Wall Street Journal;

               (d)  in the case of an Award made on the Effective Date, the
                    price per share at which shares of the Company's Common
                    Stock are initially offered for sale to the public by the
                    Company's underwriters in the initial public offering of the
                    Company's Common Stock pursuant to a registration statement
                    filed with the SEC under the Securities Act; or

               (d)  if none of the foregoing is applicable, by the Committee in
                    good faith.

               "Insider" means an officer or director of the Company or any
other person whose transactions in the Company's Common Stock are subject to
Section 16 of the Exchange Act.

               "Outside Director" means any director who is not; (a) a current
employee of the Company or any Parent or Subsidiary of the Company; (b) A former
employee of the Company or any Parent or Subsidiary of the Company who is
receiving compensation for prior services (other than benefits under a
tax-qualified pension plan); (c) a current or former officer of the Company or
any Parent or Subsidiary of the Company; or (d) currently receiving compensation
for personal services in any capacity, other than as a director, from the
Company or any Parent or Subsidiary of the Company; provided; however, that at
such time as the term "Outside Director", as used in Section 162(m) of the Code
is defined in regulations promulgated under Section 162(m) of the Code, "Outside
Director" will have the meaning set forth In such regulations, as amended from
time to time and as interpreted by the Internal Revenue Service.

               "Option" means an award of an option to purchase Shares pursuant
to Section 5.

               "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

               "Participant" means a person who receives an Award under this
Plan.

               "Plan" means this Technology Modeling Associates, Inc. 1996
Equity Incentive Plan, as amended from time to time.

               "Restricted Stock Award" means an award of Shares pursuant to
Section 6.

               "SEC" means the Securities and Exchange Commission.

               "Securities Act" means the Securities Act of 1933, as amended.

               "Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any
successor security.

               "Stock Bonus" means an award of Shares, or cash in lieu of
Shares, pursuant to Section 7.

               "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations ocher than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

               "Termination" or "Terminated" means, for purposes of this Plan
with respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director, consultant, independent
contractor, or advisor to the Company or a Parent or Subsidiary of the Company.
An employee will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Committee, provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to
formal policy adopted from tint to time by the Company and issued and
promulgated to employees in writing. In the case of any employee on an approved
leave of absence, the Committee may snake such provisions respecting suspension
of vesting of the Award while on leave from the employ of the Company or a
Subsidiary as it may deem appropriate, except that in no event may an Option be
exercised after the expiration of the term set forth in the Option agreement.
The Committee will have sole discretion to determine whether a Participant has
ceased to provide services arid the effective date on which the Participant
ceased to provide services (the "Termination Date").

               "Unvested Shares" means "Unvested Shares" as defined in the Award
Agreement.

               "Vested Shares" means "Vested Shares" as defined in the Award
Agreement.



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