-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 U3nKDRFm7NsdO5rw8shBzfytnLsShSq8A0tNkQ+MbZAf40q2sB3A9bBBylpMiD3z
 S1INgkNEEFPtnJTOhMycfw==

<SEC-DOCUMENT>0000947871-03-002139.txt : 20030915
<SEC-HEADER>0000947871-03-002139.hdr.sgml : 20030915
<ACCEPTANCE-DATETIME>20030915171350
ACCESSION NUMBER:		0000947871-03-002139
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20030915
EFFECTIVENESS DATE:		20030915

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UTSTARCOM INC
		CENTRAL INDEX KEY:			0001030471
		STANDARD INDUSTRIAL CLASSIFICATION:	COMMUNICATIONS EQUIPMENT, NEC [3669]
		IRS NUMBER:				521782500
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-108817
		FILM NUMBER:		03896276

	BUSINESS ADDRESS:	
		STREET 1:		1275 HARBOR BAY PARKWAY
		STREET 2:		STE 100
		CITY:			ALAMEDA
		STATE:			CA
		ZIP:			94502
		BUSINESS PHONE:		5108648800

	MAIL ADDRESS:	
		STREET 1:		1275 HARBOR BAY PARKWAY
		STREET 2:		STE 100
		CITY:			ALAMEDA
		STATE:			CA
		ZIP:			94502
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8_091503.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

As filed with the Securities and Exchange Commission on September 15, 2003
                                               Registration No. 333-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                                 UTSTARCOM, INC.
             (Exact name of Registrant as specified in its charter)

                                ________________

   Delaware                                                     52-1782500
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                 UTSTARCOM, INC.
                       1275 Harbor Bay Parkway, Suite 100
                            Alameda, California 94502
                                 (510) 864-8800

       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                         UTSTARCOM, INC. 1997 STOCK PLAN
               UTSTARCOM, INC. 2003 NONSTATUTORY STOCK OPTION PLAN
                  ROLLINGSTREAMS SYSTEMS, LTD. 2001 STOCK PLAN
                            (Full title of the Plans)

                                ________________

                                  Hong Liang Lu
                      President and Chief Executive Officer
                                 UTSTARCOM, INC.
                       1275 Harbor Bay Parkway, Suite 100
                            Alameda, California 94502
                                 (510) 864-8800


       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                ________________

                                   Copies to:
                               Carmen Chang, Esq.
                             Shearman & Sterling LLP
                                 1080 Marsh Road
                              Menlo Park, CA 94025
                                 (650) 838-3600

                                ________________

================================================================================
<PAGE>

                                                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                         Proposed
                                                                          Maximum               Proposed
                                                   Amount                Offering                Maximum
   Title of Each Class of Securities to             to be                  Price                Aggregate             Amount of
              Be Registered                     Registered(1)            Per Share            Offering Price       Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>                  <C>                    <C>
Common Stock, $0.00125 par value per
     share, of UTStarcom, Inc.               1,718,239 shares(2)         $29.85(3)            $51,289,434.15          $4,149.32
                                          ------------------------------------------------------------------------------------------
                                             2,653,873 shares(2)         $35.41(4)            $93,973,642.93          $7,602.47
                                          ------------------------------------------------------------------------------------------
                                             1,497,200 shares            $28.55(5)               $42,745,060          $3,458.08
                                          ------------------------------------------------------------------------------------------
                                                 2,800 shares            $35.41(4)                   $99,148              $8.02
                                          ------------------------------------------------------------------------------------------
                                                12,742 shares             $1.57(5)                $20,004.94              $1.62
                                          ------------------------------------------------------------------------------------------
                                                10,633 shares            $35.41(4)               $376,514.53             $30.46
- ------------------------------------------------------------------------------------------------------------------------------------
                                     TOTAL   5,895,487 shares               -                      -                 $15,249.97
====================================================================================================================================
</TABLE>

(1)  This registration statement on Form S-8 (this "Registration Statement")
     also covers any additional shares of common stock, $0.00125 par value per
     share (the "Common Stock"), of UTStarcom, Inc. (the "Registrant") that
     become issuable under the UTStarcom, Inc. 1997 Stock Plan (the "1997
     Plan"), the UTStarcom, Inc. 2003 Nonstatutory Stock Option Plan (the "2003
     Plan") and the options granted under the RollingStreams Systems, Ltd. 2001
     Stock Plan that were assumed by the Registrant (the "Assumed Options"),
     including the earnout shares that become issuable under the Assumed Options
     (the "Earnout Shares"), being registered pursuant to this Registration
     Statement by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the Registrant's receipt of
     consideration, that results in an increase in the number of the
     Registrant's outstanding shares of Common Stock.

(2)  The Registrant has previously filed registration statements for the 1997
     Plan on Forms S-8 under File No. 333-93069 with the Securities and Exchange
     Commission (the "Commission"). This Registration Statement serves to
     register 4,372,112 additional shares of Common Stock for issuance under the
     1997 Plan.

(3)  The proposed maximum offering price per share has been estimated in
     accordance with Rule 457(h) under the Securities Act of 1933, as amended
     (the "Securities Act"), solely for the purpose of calculating the
     registration fee, based on the per share weighted average exercise price of
     the 1,718,239 shares of Common Stock subject to outstanding but unexercised
     options granted under the 1997 Plan.

(4)  The proposed maximum offering price per share as to the 2,667,306 shares of
     Common Stock authorized for issuance pursuant to future awards granted
     under the 1997 Plan, 2003 Plan and future issuances of Earnout Shares has
     been estimated in accordance with Rule 457(c) and Rule 457(h) under the
     Securities Act, solely for the purpose of calculating the registration fee,
     based upon the average of the bid and asked price of the Common Stock as
     reported on the Nasdaq National Market on September 10, 2003.

(5)  The proposed maximum offering price per share has been estimated in
     accordance with Rule 457(h) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the per share
     exercise price of 1,509,942 shares of Common Stock subject to outstanding
     but unexercised options granted under the 2003 Plan and the Assumed
     Options.



                                       2
<PAGE>

                                Explanatory Note

         UTStarcom, Inc., a Delaware corporation (the "Registrant"), hereby
files this Registration Statement on Form S-8 (this "Registration Statement")
relating to up to (i) 4,372,112 shares of common stock, par value $0.00125 per
share, of the Registrant (the "Common Stock") issuable by the Registrant in
connection with the exercise of options that have been granted, and that are
available for issuance pursuant to future awards, under the UTStarcom, Inc. 1997
Stock Plan (the "1997 Plan"), (ii) 1,500,000 shares of Common Stock issuable by
the Registrant in connection with the exercise of options that have been
granted, and that are available for issuance pursuant to future awards, under
the UTStarcom, Inc. 2003 Nonstatutory Stock Option Plan (the "2003 Plan"), (iii)
12,742 shares of Common Stock issuable by the Registrant in connection with the
exercise of options that have been granted under the RollingStreams Systems,
Ltd. 2001 Stock Plan (the "RollingStreams Plan") and (iv) 10,633 shares of
Common Stock available for future issuance as earnout shares under the Assumed
Options (the "Earnout Shares").

         On June 30, 2003, RollingStreams Systems, Ltd., a Cayman Islands
company ("RollingStreams"), became a wholly owned subsidiary of the Registrant
in connection with the transfer by the holders of shares of common stock, par
value $0.0001 per share, of RollingStreams (the "RollingStreams Stock") in
exchange for shares of the Registrant (the "Share Exchange"), pursuant to the
Share Exchange Agreement, dated as of June 30, 2003 (the "Share Exchange
Agreement"), by and among the Registrant, RollingStreams, and each of the
shareholders of RollingStreams. At the time the Share Exchange was consummated
(the "Effective Time"), among other actions, each issued and outstanding share
of RollingStreams Stock was converted into .02549 (the "Exchange Ratio") of a
share of Common Stock. Pursuant to the Share Exchange Agreement, the outstanding
stock options granted under the RollingStreams Plan are no longer exercisable
for shares of RollingStreams Stock but, instead, are exercisable for shares of
Common Stock based on the Exchange Ratio (the "Assumed Options"), in accordance
with the provisions of the Share Exchange Agreement.

         In addition, pursuant to the Share Exchange Agreement, a holder of an
Assumed Option will have the opportunity to receive Earnout Shares issued in
payment of the Earnout Amount (as this term is defined in the Share Exchange
Agreement) to securityholders of RollingStreams in connection with the Share
Exchange. For each share of Common Stock subject to an Assumed Option, a holder
of an Assumed Option will be entitled to receive the same number of Earnout
Shares paid and issued with respect to each outstanding share of Common Stock
under the Share Exchange Agreement, but only to the extent and at the time that
the holder of the Assumed Option has exercised the Assumed Option and has
received the underlying shares of Common Stock with respect to which he is
entitled to receive Earnout Shares.


                                       3
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*
              ----------------

Item 2.       Registrant Information and Employee Plan Annual Information.*
              -----------------------------------------------------------

















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

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.


                                      I-1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Information Incorporated by Reference.
              -------------------------------------

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement:

         (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2002, filed February 21, 2003, as amended
              September 8, 2003;

         (b)  the Registrant's Quarterly Reports on Form 10-Q for the quarter
              ended March 31, 2003 (filed May 12, 2003), as amended September 8,
              2003, and for the quarter ended June 30, 2003 (filed August 4,
              2003), and the Registrant's Current Reports on Form 8-K (i) dated
              March 6, 2003 (filed March 7, 2003), (ii) dated and filed March 7,
              2003, (iii) dated May 23, 2003 (filed June 4, 2003, as amended on
              July 10, 2003) and (iv) dated and filed July 10, 2003; and

         (c)  the description of the Registrant's Common Stock as set forth in
              the Registrant's Registration Statement on Form 8-A, filed with
              the Commission on February 23, 2000.

         All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. 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
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.
              --------------------------------------

         Carmen Chang, a member of Shearman & Sterling LLP, is Assistant
Secretary of the Registrant. Shearman & Sterling LLP is corporate counsel to the
Registrant.

Item 6.       Indemnification of Directors and Officers.
              -----------------------------------------

         Under Section 145 of the Delaware General Corporation Law, the
Registrant may indemnify any person who is, or is threatened to be made, a party
to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative other than action by or
on behalf of the Registrant, by reason of the fact that such person is or was
one of its officers or directors, or is or was serving at the Registrant's
request as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses including attorneys' fees,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the Registrant's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
or her conduct was illegal. Under Delaware law, the Registrant may also
indemnify officers and directors,


                                      II-1
<PAGE>

against the expenses which such officer or director actually and reasonably
incurred, in an action by or on behalf of the Registrant under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to us.

         The Registrant's certificate of incorporation contains a provision to
limit the personal liability of its directors for violations of their fiduciary
duty. This provision eliminates each director's liability to the Registrant or
its stockholders for monetary damages to the fullest extent permitted under
Delaware law. The effect of this provision is to eliminate the personal
liability of directors for monetary damages for actions involving a breach of
their fiduciary duty of care, including any such actions involving gross
negligence.

         The Registrant's bylaws provide for indemnification of its officers and
directors to the fullest extent permitted by law.

         The Registrant has also entered into indemnification agreements with
its directors and officers. The indemnification agreements provide
indemnification to its directors and officers under certain circumstances for
acts or omissions which may not be covered by directors' and officers' liability
insurance. The Registrant has also obtained directors' and officers' liability
insurance, which insures against liabilities that its directors and officers may
incur in such capacities.

Item 7.       Exemption from Registration Claimed.
              -----------------------------------

         Not applicable.

Item 8.       Exhibits.
              --------

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).

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 "Securities 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 paragraphs a(1)(i) and a(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.


                                      II-2
<PAGE>

              (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in 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 an initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Alameda, State of California on September 15, 2003.

                                       UTSTARCOM, INC.


                                       By:  /s/ Hong Liang Lu
                                           ---------------------------------
                                           Hong Liang Lu
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Hong Liang Lu and Michael Sophie
as such person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement, including post-effective amendments, and registration
statements filed pursuant to Rule 462 under the Securities Act, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Commission, and does hereby grant unto each said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that each of said attorney-in-fact and agent, or
his substitute therefor, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                 TITLE                                DATE
- --------------------------------  ---------------------------------------------   -------------------
<S>                               <C>                                             <C>
/s/ Hong Liang Lu
- --------------------------------  Chief Executive Officer, President              September 15, 2003
Hong Liang Lu                     (Principal Executive Officer) and Director


/s/ Michael Sophie
- --------------------------------  Chief Financial Officer (Principal              September 15, 2003
Michael Sophie                    Financial and Accounting Officer)


/s/ Masayoshi Son
- --------------------------------  Director                                        September 15, 2003
Masayoshi Son
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
          SIGNATURE                                 TITLE                                DATE
- --------------------------------  ---------------------------------------------   -------------------
<S>                               <C>                                             <C>
/s/ Ying Wu
- --------------------------------  Director                                        September 15, 2003
Ying Wu


/s/ Betsy Atkins
- --------------------------------  Director                                        September 15, 2003
Betsy Atkins


/s/ Thomas J. Toy
- --------------------------------  Director                                        September 15, 2003
Thomas J. Toy


/s/ Larry D. Horner
- --------------------------------  Director                                        September 15, 2003
Larry D. Horner
</TABLE>



<PAGE>


                                INDEX TO EXHIBITS


Exhibit Number                       Exhibit Document
- --------------  ----------------------------------------------------------------
     4.1        Certificate of Incorporation of the Registrant (incorporated by
                reference to Exhibit 3.2 of the Registrant's Registration
                Statement on Form S-1 (Reg. No. 333-93069), filed with the
                Commission on February 22, 2000).

     4.2        Bylaws of the Registrant (incorporated by reference to Exhibit
                3.4 of the Registrant's Registration Statement on Form S-1 (Reg.
                No. 333-93069), filed with the Commission on February 22, 2000).

     4.3        UTStarcom, Inc. 1997 Stock Plan, as amended (incorporated by
                reference to Exhibit 10.4 of the Registrant's Registration
                Statement on Form S-1 (Reg. No. 333-93069), filed with the
                Commission on February 22, 2000).

     4.4*       UTStarcom, Inc. 2003 Nonstatutory Stock Option Plan.

     4.5*       RollingStreams Systems, Ltd. 2001 Stock Plan and ancillary
                agreements and documentation thereto.

     5.1*       Opinion of Shearman & Sterling LLP, Counsel to the Registrant,
                regarding the legality of securities being registered.

    23.1*       Consent of PricewaterhouseCoopers LLP.

    23.2*       Consent of Deloitte & Touche LLP.

    23.3*       Consent of Shearman & Sterling LLP (contained in the opinion
                filed as Exhibit 5.1 hereto).

    24.1        Power of Attorney (contained in the signature page to this
                Registration Statement).



- ------------------------------------------------
*    Filed herewith


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>ex4-4_082703.txt
<DESCRIPTION>2003 NONSTATUTORY STOCK OPTION PLAN
<TEXT>
                                                                     Exhibit 4.4

                                 UTSTARCOM, INC.

                       2003 NONSTATUTORY STOCK OPTION PLAN

          1. Purposes of the Plan. The purposes of this Nonstatutory Stock
Option Plan are:

             o    to attract and retain the best available personnel for
                  positions of substantial responsibility,

             o    to provide additional incentive to Service Providers, and

             o    to promote the success of the Company's business.

Options granted under the Plan will be Nonstatutory Stock Options.

          2. Definitions. As used herein, the following definitions will apply:

          (a) "Administrator" means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the Plan.

          (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

          (c) Board" means the Board of Directors of the Company.

          (d) "Change in Control" means the occurrence of any of the following
events:

              (i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

              (ii) The consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets; or

              (iii) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.


<PAGE>

          (e) "Code" means the Internal Revenue Code of 1986, as amended.

          (f) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

          (g) "Common Stock" means the Common Stock of the Company.

          (h) "Company" means UTStarcom, Inc., a Delaware corporation.

          (i) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

          (j) "Director" means a member of the Board.

          (k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

          (l) "Employee" means any person, including Officers, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider will not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company will be sufficient to
constitute "employment" by the Company.

          (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

              (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value will be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the
last market trading day prior to the time of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;

              (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock will be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

              (iii) In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by the
Administrator.

          (o) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.



                                       2
<PAGE>


          (p) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (q) "Option" means a nonstatutory stock option granted pursuant to the
Plan, that is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.

          (r) "Option Agreement" means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

          (s) "Option Exchange Program" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

          (t) "Optioned Stock" means the Common Stock subject to an Option.

          (u) "Optionee" means the holder of an outstanding Option granted under
the Plan.

          (v) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (w) "Plan" means this 2003 Nonstatutory Stock Option Plan.

          (x) "Service Provider" means an Employee, Consultant or Director.

          (y) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

          (z) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

          3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 1,500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

          If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated).

          4. Administration of the Plan

          (a) Administration. The Plan will be administered by (i) the Board or
(ii) a Committee, which committee will be constituted to satisfy Applicable
Laws.



                                       3
<PAGE>

          (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in
its discretion:

              (i) to determine the Fair Market Value of the Common Stock;

              (ii) to select the Service Providers to whom Options may be
granted hereunder;

              (iii) to determine whether and to what extent Options are granted
hereunder;

              (iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

              (v) to approve forms of agreement for use under the Plan;

              (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, will determine;

              (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option will have declined since the date the Option was granted;

              (viii) to institute an Option Exchange Program;

              (ix) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

              (x) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws;

              (xi) to modify or amend each Option (subject to Section 14(b) of
the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;

              (xii) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;

              (xiii) to determine the terms and restrictions applicable to
Options;



                                       4
<PAGE>

              (xiv) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option that number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld. The Fair Market Value of the Shares to
be withheld will be determined on the date that the amount of tax to be withheld
is to be determined. All elections by an Optionee to have Shares withheld for
this purpose will be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

              (xv) to make all other determinations deemed necessary or
advisable for administering the Plan.

          (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations will be final and binding on all Optionees
and any other holders of Options.

          5. Eligibility. Options may be granted to Service Providers.

          6. Limitation. Neither the Plan nor any Option will confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor will they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

          7. Term of Plan. The Plan will become effective upon its adoption by
the Board. It will continue in effect for ten (10) years, unless sooner
terminated under Section 14 of the Plan.

          8. Term of Option. The term of each Option will be stated in the
Option Agreement.

          9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option will be determined by the
Administrator.

          (b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions which must be satisfied before the
Option may be exercised.

          (c) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist of (without limitation):

              (i) cash;

              (ii) check;

              (iii) promissory note;



                                       5
<PAGE>

              (iv) other Shares, provided Shares acquired from the Company, (A)
have been vested and owned by the Optionee for more than six (6) months on the
date of surrender, and (B) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option will
be exercised;

              (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

              (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

              (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

              (viii) any combination of the foregoing methods of payment.

          10. Exercise of Option.

          (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terns of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.

          An Option will be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, (ii) full payment
for the Shares with respect to which the Option is exercised, and (iii) any
required withholding taxes. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option will be issued
in the name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder will exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.

          Exercising an Option in any manner will decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

          (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option Agreement, and, unless the
Administrator provides otherwise, only to the extent that the Option



                                       6
<PAGE>

is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). In the absence
of a specified time in the Option Agreement, the Option will remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, unless
the Administrator provides otherwise, the Shares covered by the unvested portion
of the Option will revert to the Plan. If, after termination, the Optionee does
not exercise his or her Option within the time specified by the Administrator,
the Option will terminate, and the Shares covered by such Option will revert to
the Plan.

          (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option
Agreement, and, unless the Administrator provides otherwise, to the extent the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option will remain
exercisable for twelve (12) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, unless the Administrator provides otherwise, the Shares covered by the
unvested portion of the Option will revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

          (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but, unless the Administrator provides otherwise, only to the extent that the
Option is vested on the date of death. In the absence of a specified time in the
Option Agreement, the Option will remain exercisable for twelve (12) months
following the Optionee's termination. If, at the time of death, the Optionee is
not vested as to his or her entire Option, unless the Administrator provides
otherwise, the Shares covered by the unvested portion of the Option will
immediately revert to the Plan. The Option may be exercised by the executor or
administrator of the Optionee's estate or, if none, by the person(s) entitled to
exercise the Option under the Optionee's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

          11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option will contain such additional terms and conditions as
the Administrator deems appropriate.

          12. Adjustments, Dissolution Merger or Asset Sale.

          (a) [Replaced with language from 1997 Plan] Changes in Capitalization.
Subject to any required action by the stockholders of the Company, the number of
shares of



                                       7
<PAGE>

Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

          (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option will lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.

          (c) Change in Control. In the event of a Change in Control, each
outstanding Option will be assumed or an equivalent option or right substituted
by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee will fully vest in and have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable. If an Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a Change in Control, the Administrator will notify the Optionee in writing or
electronically that the Option will be fully vested and exercisable for a period
of time determined by the Administrator in such notice, and the Option will
terminate upon the expiration of such period. For the purposes of this
subsection (c), the Option will be considered assumed if, following the Change
in Control, the option or right confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) received in
the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and, if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the Change in Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the



                                       8
<PAGE>

Option, for each Share subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control.

          13. Date of Grant. The date of grant of an Option will be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination will be provided to each Optionee within a
reasonable time after the date of such grant.

          14. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

          (b) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan will not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.

          15. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares will not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

          16. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, will relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.

          17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>ex4-5_082703.txt
<DESCRIPTION>ROLLINGSTREAMS SYSTEMS, LTD. 2001 STOCK PLAN
<TEXT>
                                                                     Exhibit 4.5


                          ROLLINGSTREAMS SYSTEMS, LTD.

                                 2001 STOCK PLAN

          1. Purposes of the Plan. The purposes of this Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.

          2. Definitions. As used herein, the following definitions shall apply:

             (a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan in accordance with Section 4 hereof.

             (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Ordinary Shares are listed or quoted and the applicable laws
of any other country or jurisdiction where Options are granted under the Plan.

             (c) "Board" means the Board of Directors of the Company.

             (d) "Change in Control" means the occurrence of any of the
following events:

                 (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

                 (ii) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or

                 (iii) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

             (e) "Code" means the Internal Revenue Code of 1986, as amended.

             (f) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 hereof.




<PAGE>

             (g) "Company" means RollingStreams Systems, Ltd., a Cayman Islands
company.

             (h) "Consultant" means any natural person who is engaged by the
Company or any Parent or Subsidiary to render consulting or advisory services to
such entity and who satisfies the requirements of subsection (c)(1) of Rule 701
under the Securities Act of 1933, as amended.

             (i) "Director" means a member of the Board.

             (j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

             (k) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, then three (3) months following the 91st day
of such leave, any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

             (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

             (m) "Fair Market Value" means, as of any date, the value of
Ordinary Shares determined as follows:

                 (i) If the Ordinary Shares are listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

                 (ii) If the Ordinary Shares are regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value shall be the mean between the high bid and low asked prices for the
Ordinary Shares on the day of determination; or

                 (iii) In the absence of an established market for the Ordinary
Shares, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

             (n) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

                                       2



<PAGE>

             (o) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

             (p) "Option" means a stock option granted pursuant to the Plan.

             (q) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

             (r) "Optioned Stock" means the Ordinary Shares subject to an
Option.

             (s) "Optionee" means the holder of an outstanding Option granted
under the Plan.

             (t) "Ordinary Shares" means the ordinary shares of the Company.

             (u) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

             (v) "Plan" means this 2001 Stock Plan.

             (w) "Service Provider" means an Employee, Director or Consultant.

             (x) "Share" means a share of the Ordinary Shares, as adjusted in
accordance with Section 12 below.

             (y) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

          3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares that may be subject to
option and sold under the Plan is 2,000,000 Shares. The Shares may be authorized
but unissued, or reacquired Ordinary Shares.

             If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
restricted stock issued pursuant to an Option are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

          4. Administration of the Plan.

             (a) Administrator. The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to comply
with Applicable Laws.

                                       3



<PAGE>

             (b) Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

                  (i) to determine the Fair Market Value;

                  (ii) to select the Service Providers to whom Options may from
time to time be granted hereunder;

                  (iii) to determine the number of Shares to be covered by each
such Option granted hereunder;

                 (iv) to approve forms of agreement for use under the Plan;

                 (v) to determine the terms and conditions of any Option granted
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
Ordinary Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                 (vi) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;

                 (vii) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by Optionees to have Shares withheld
for this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

                 (viii) to construe and interpret the terms of the Plan and
Options granted pursuant to the Plan.

             (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

          5. Eligibility. Nonstatutory Stock Options may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.

          6. Limitations.

             (a) Incentive Stock Option Limit. Each Option shall be designated
in the Option Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value

                                       4


<PAGE>

of the Shares with respect to which Incentive Stock Options are exercisable for
the first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.

             (b) At-Will Employment. Neither the Plan nor any Option shall
confer upon any Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause, and with or without notice.

          7. Term of Plan. Subject to shareholder approval in accordance with
Section 18, the Plan shall become effective upon its adoption by the Board.
Unless sooner terminated under Section 14, it shall continue in effect for a
term of ten (10) years from the later of (i) the effective date of the Plan, or
(ii) the date of the most recent Board approval of an increase in the number of
shares reserved for issuance under the Plan.

          8. Term of Option. The term of each Option shall be stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in the Option Agreement.

          9. Option Exercise Price and Consideration.

             (a) Exercise Price. The per share exercise price for the Shares to
be issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                 (i) In the case of an Incentive Stock Option

                     (A) granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.

                     (B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

                 (ii) In the case of a Nonstatutory Stock Option

                     (A) granted to a Service Provider who, at the time of grant
of such Option, owns stock representing more than ten percent (10%) of the
voting power of all

                                       5



<PAGE>

classes of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of
grant.

                       (B) granted to any other Service Provider, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

                 (iii) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.

             (b) Forms of Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant). Such consideration may
consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4)
other Shares, provided Shares acquired directly from the Company (x) have been
owned by the Optionee for more than six (6) months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which such Option shall be exercised, (5)
consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan, or (6) any combination
of the foregoing methods of payment. In making its determination as to the type
of consideration to accept, the Administrator shall consider if acceptance of
such consideration may be reasonably expected to benefit the Company.
Notwithstanding the foregoing, the Administrator may permit an Optionee to
exercise his or her Option by delivery of a full-recourse promissory note
secured by the purchased Shares. The terms of such promissory note shall be
determined by the Administrator in its sole discretion.

          10. Exercise of Option.

             (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Except in the case of Options granted to officers,
Directors and Consultants, Options shall become exercisable at a rate of no less
than 20% per year over five (5) years from the date the Options are granted.
Unless the Administrator provides otherwise, vesting of Options granted
hereunder to officers and Directors shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.

                 An Option shall be deemed exercised when the Company receives
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company

                                       6


<PAGE>

shall issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.

                 Exercise of an Option in any manner shall result in a decrease
in the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

             (b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within thirty (30) days of termination, or such longer period of time as
specified in the Option Agreement, to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term
of the Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

             (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within six (6) months of termination, or such longer period of
time as specified in the Option Agreement, to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

             (d) Death of Optionee. If an Optionee dies while a Service
Provider, the Option may be exercised within six (6) months following Optionee's
death, or such longer period of time as specified in the Option Agreement, to
the extent that the Option is vested on the date of death (but in no event later
than the expiration of the term of such Option as set forth in the Option
Agreement) by the Optionee's designated beneficiary, provided such beneficiary
has been designated prior to Optionee's death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Optionee, then
such Option may be exercised by the personal representative of the Optionee's
estate or by the person(s) to whom the Option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution. If,
at the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

          11. Limited Transferability of Options. Unless determined otherwise by
the Administrator, Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee, only by the Optionee. If the Administrator in its sole discretion
makes an Option transferable, such Option may only be transferred by (i) will,
(ii)

                                       7


<PAGE>

the laws of descent and distribution, (iii) instrument to an inter vivos or
testamentary trust in which the Option is to be passed to beneficiaries upon the
death of the Optionee, or (iv) gift to a member of Optionee's immediate family
(as such term is defined in Rule 16a-1(e) of the Exchange Act). In addition, any
transferable Option shall contain additional terms and conditions as the
Administrator deems appropriate.

          12. Adjustments Upon Changes in Capitalization, Merger or Change in
Control.

             (a) Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number and type of Shares which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, and the number and type of Shares covered by each outstanding
Option, as well as the price per Share covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number or
type of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Ordinary Shares, or any other
increase or decrease in the number of issued shares of Ordinary Shares effected
without receipt of consideration by the Company. The conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number, type or price of Shares subject to an Option.

             (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.

             (c) Merger or Change in Control. In the event of a merger of the
Company with or into another corporation, or a Change in Control, each
outstanding Option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.
If, in such event, the Option is not assumed or substituted, the Option shall
terminate as of the date of the closing of the merger or Change in Control. For
the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or Change in Control, the Option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the merger or Change
in Control by holders of Ordinary Shares for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the

                                       8



<PAGE>

type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
Change in Control is not solely common stock or ordinary shares of the successor
corporation or its Parent or Subsidiary, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon
the exercise of the Option, for each Share of Optioned Stock subject to the
Option, to be solely common stock or ordinary shares of the successor
corporation or its Parent or Subsidiary equal in fair market value to the per
share consideration received by holders of Ordinary Shares in the merger or
Change in Control.

          13. Time of Granting Options. The date of grant of an Option shall,
for all purposes, be the date on which the Administrator makes the determination
granting such Option, or such later date as is determined by the Administrator.
Notice of the determination shall be given to each Service Provider to whom an
Option is so granted within a reasonable time after the date of such grant.

          14. Amendment and Termination of the Plan.

              (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

              (b) Shareholder Approval. The Board shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

              (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

          15. Conditions Upon Issuance of Shares.

              (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

              (b) Investment Representations. As a condition to the exercise of
an Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

          16. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

                                       9




<PAGE>

          17. Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

          18. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the degree and manner
required under Applicable Laws.

          19. Information to Optionees. The Company shall provide to each
Optionee and to each individual who acquires Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee has one or more
Options outstanding, and, in the case of an individual who acquires Shares
pursuant to the Plan, during the period such individual owns such Shares, copies
of annual financial statements. The Company shall not be required to provide
such statements to key employees whose duties in connection with the Company
assure their access to equivalent information.

                                       10

<PAGE>


                          ROLLINGSTREAMS SYSTEMS, LTD.

                                 2001 STOCK PLAN

                             STOCK OPTION AGREEMENT

         Unless otherwise defined herein, the terms defined in the 2001 Stock
Plan shall have the same defined meanings in this Stock Option Agreement (the
"Option Agreement").

I.       NOTICE OF OPTION GRANT

         Name:

         Address:

         You have been granted an option to purchase Ordinary Shares of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

         Grant Number                   ________________________________________

         Date of Grant                  ________________________________________

         Vesting Commencement Date      ________________________________________

         Exercise Price per Share       $_______________________________________

         Total Number of Shares Granted  _______________________________________

         Total Exercise Price           $_______________________________________

         Type of Option:                ___      Incentive Stock Option

                                        ___      Nonstatutory Stock Option

         Term/Expiration Date:          ________________________________________

         Exercise and Vesting Schedule:

         Incentive Stock Option Nonstatutory Stock Option

         This Option shall be exercisable, in whole or in part, according to the
following vesting schedule:

         25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48 of the Shares subject to the Option
shall vest each month thereafter on the same day of the month as the Vesting
Commencement Date, subject to Optionee continuing to be a Service Provider on
such dates.


<PAGE>

          Termination Period:

          This Option shall be exercisable for three (3) months after Optionee
ceases to be a Service Provider. Upon Optionee's death or Disability, this
Option may be exercised for one (1) year after Optionee ceases to be a Service
Provider. In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.

II.       AGREEMENT

          1. Grant of Option. The Administrator of the Company hereby grants to
the optionee named in the Notice of Grant (the "Optionee"), an option to
purchase the number of Shares set forth in the Notice of Grant (the "Option"),
at the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan. Subject to Section
14(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Option Agreement, the terms and conditions of the Plan
shall prevail unless otherwise indicated.

             If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds
the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

          2. Exercise of Option.

             (a) Right to Exercise. This Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement.

             (b) Method of Exercise. This Option shall be exercisable by
delivery of an exercise notice in the form attached as Exhibit A (the "Exercise
Notice") which shall state the election to exercise the Option, the number of
Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by the aggregate
Exercise Price.

             No Shares shall be issued pursuant to the exercise of an Option
unless such issuance and such exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

          3. Optionee's Representations. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company, concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit
B.

                                       2



<PAGE>

          4. Lock-Up Period. Optionee hereby agrees that Optionee shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Ordinary Shares (or other
securities) of the Company held by Optionee (other than those included in the
registration) for a period specified by the representative of the underwriters
of Ordinary Shares (or other securities) of the Company not to exceed one
hundred eighty (180) days following the effective date of a registration
statement of the Company filed under the Securities Act.

             Optionee agrees to execute and deliver such other agreements as
may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect
thereto. In addition, if requested by the Company or the representative of the
underwriters of Ordinary Shares (or other securities) of the Company, Optionee
shall provide, within ten (10) days of such request, such information as may be
required by the Company or such representative in connection with the completion
of any public offering of the Company's securities pursuant to a registration
statement filed under the Securities Act. The obligations described in this
Section shall not apply to a registration relating solely to employee benefit
plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a Commission Rule 145 transaction
on Form S-4 or similar forms that may be promulgated in the future. The Company
may impose stop-transfer instructions with respect to the Ordinary Shares (or
other securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period. Optionee agrees that any transferee of any
Option shall be bound by this Section.

          5. Method of Payment. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

             (a) cash or check;

             (b) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan; or

             (c) surrender of other Shares which, (i) in the case of Shares
acquired from the Company, either directly or indirectly, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares.

          6. Restrictions on Exercise. This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any Applicable
Law.

          7. Non-Transferability of Option. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the

                                       3


<PAGE>

lifetime of Optionee only by Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

          8. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

          9. Tax Obligations.

             (a) Withholding Taxes. Optionee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all Federal, state, local and
foreign income and employment tax withholding requirements applicable to the
Option exercise. Optionee acknowledges and agrees that the Company may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are
not delivered at the time of exercise.

             (b) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

          10. Entire Agreement; Governing Law. The Plan is incorporated herein
by reference. The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This Option Agreement is governed by the internal substantive laws but
not the choice of law rules of California.

          11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

                                       4

<PAGE>


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

OPTIONEE                                       ROLLINGSTREAMS SYSTEMS, LTD.


________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

_______________________________________
_______________________________________
_______________________________________
Residence Address



























                    SIGNATURE PAGE TO STOCK OPTION AGREEMENT




<PAGE>




                                    EXHIBIT A

                                 2001 STOCK PLAN

                                 EXERCISE NOTICE

ROLLINGSTREAMS SYSTEMS, LTD.
1082 Stockton Avenue, Suite B
San Jose, CA  95110

Attention:  Secretary

     1. Exercise of Option. Effective as of today, _______________, ____, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_____ shares of the ordinary shares (the "Shares") of RollingStreams Systems,
Ltd. (the "Company"), under and pursuant to the 2001 Stock Plan (the "Plan") and
the Stock Option Agreement dated _______________, ____ (the "Option Agreement").

     2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the Option.

     3. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in
Section 12 of the Plan.

     5. Company's Right of First Refusal. Before any Shares held by Optionee or
any transferee (either being sometimes referred to herein as the "Holder") may
be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

        (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver
to the Company a written notice (the "Notice") stating: (i) the Holder's bona
fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number
of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide
cash price or other consideration for which the Holder


<PAGE>

proposes to transfer the Shares (the "Offered Price"), and the Holder shall
offer the Shares at the Offered Price to the Company or its assignee(s).

        (b) Exercise of Right of First Refusal. At any time within thirty (30)
days after receipt of the Notice, the Company and/or its assignee(s) may, by
giving written notice to the Holder, elect to purchase all or any portion of the
Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

        (c) Purchase Price. The purchase price ("Purchase Price") for the Shares
purchased by the Company or its assignee(s) under this Section shall be the
Offered Price. If the Offered Price includes consideration other than cash, the
cash equivalent value of the non-cash consideration shall be determined by the
Board of Directors of the Company in good faith.

        (d) Payment. Payment of the Purchase Price shall be made, at the option
of the Company or its assignee(s), in cash (by check), by cancellation of all or
a portion of any outstanding indebtedness of the Holder to the Company (or, in
the case of repurchase by an assignee, to the assignee), or by any combination
thereof within thirty (30) days after receipt of the Notice or in the manner and
at the times set forth in the Notice.

        (e) Holder's Right to Transfer. If all of the Shares proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer any such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within 120 days after the date of the Notice, that any such sale or
other transfer is effected in accordance with any applicable securities laws and
that the Proposed Transferee agrees in writing that the provisions of this
Section shall continue to apply to the Shares in the hands of such Proposed
Transferee. If any Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any such Shares held by the Holder may be sold or
otherwise transferred.

        (f) Exception for Certain Family Transfers. Anything to the contrary
contained in this Section notwithstanding, the transfer of any or all of the
Shares during the Optionee's lifetime or on the Optionee's death by will or
intestacy to the Optionee's immediate family or a trust for the benefit of the
Optionee's immediate family shall be exempt from the provisions of this Section.
"Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

        (g) Termination of Right of First Refusal. The Right of First Refusal
shall terminate as to any Shares upon the earlier of (i) the first sale of
Ordinary Shares of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or (ii) a

                                       2


<PAGE>

Change in Control in which the successor corporation has equity securities that
are publicly traded.

     6. Tax Consultation. Optionee understands that Optionee may suffer adverse
tax consequences as a result of Optionee's purchase or disposition of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

     7. Restrictive Legends and Stop-Transfer Orders.

        (a) Legends. Optionee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by the Company or by state or
federal securities laws:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,
     SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
     REGISTERED UNDER THE ACT, OR IN THE OPINION OF COMPANY COUNSEL SATISFACTORY
     TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
     HYPOTHECATION IS IN COMPLIANCE THEREWITH.

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR
     ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND
     THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
     PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF
     FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

        (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

        (c) Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Notice or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

     8. Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and the terms and
conditions of this Exercise Notice shall inure to the benefit of the successors
and assigns of the Company. Subject to the

                                       3

restrictions on transfer herein set forth, the terms and conditions of this
Exercise Notice shall be binding upon Optionee and his or her heirs, executors,
administrators, successors and assigns.

     9. Interpretation. Any dispute regarding the interpretation of this
Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

     10. Governing Law, Severability. This Exercise Notice is governed by the
internal substantive laws but not the choice of law rules of California.

     11. Entire Agreement. The Plan and Option Agreement are incorporated herein
by reference. This Exercise Notice, the Plan, the Option Agreement and the
Investment Representation Statement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee.

                                       4

<PAGE>


         IN WITNESS WHEREOF, this Exercise Notice is deemed made as of the date
first set forth above.

Submitted by:                               Accepted by:


OPTIONEE                                    ROLLINGSTREAMS SYSTEMS, LTD.


_______________________________________     ___________________________________
Signature                                   By

_______________________________________     ___________________________________
Print Name                                  Title

Address

_______________________________________
_______________________________________
_______________________________________

                                            ___________________________________
                                            Date Received




























                        SIGNATURE PAGE TO EXERCISE NOTICE


<PAGE>


                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:     ROLLINGSTREAMS SYSTEMS, LTD.

SECURITY:    ORDINARY SHARES

AMOUNT:

DATE:

     In connection with the purchase of the above-listed Securities, the
undersigned (the "Optionee") represents to RollingStreams Systems, Ltd. (the
"Company") the following:

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

     (b) Optionee acknowledges and understands that the Securities constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's
investment intent as expressed herein. In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if Optionee's representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future. Optionee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that
the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company, and with any other legend required under applicable
state securities laws.

     (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the option to the Optionee, the exercise will be exempt
from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,



<PAGE>

ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of
an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three month period
not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable.

         In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

     (d) Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

                                        Signature of Optionee:


                                        _______________________________________

                                        Date:
                                             _____________________________,____

                                       2

<PAGE>


                          ROLLINGSTREAMS SYSTEMS, LTD.

                                 2001 STOCK PLAN

                    STOCK OPTION AGREEMENT -- EARLY EXERCISE


     Unless otherwise defined herein, the terms defined in the 2001 Stock Plan
shall have the same defined meanings in this Stock Option Agreement (the "Option
Agreement").

I.   NOTICE OF STOCK OPTION GRANT

     Name:

     Address:

     You have been granted an option to purchase Ordinary Shares of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

     Grant Number                   ____________________________________________

     Date of Grant                  ____________________________________________

     Vesting Commencement Date      ____________________________________________

     Exercise Price per Share       ____________________________________________

     Total Number of Shares Granted ____________________________________________

     Total Exercise Price           ____________________________________________

     Type of Option:                ___ Incentive Stock Option

                                    ___  Nonstatutory Stock Option

     Term/Expiration Date:          ____________________________________________

     Exercise and Vesting Schedule:

     This Option shall be exercisable, in whole or in part, and shall vest
according to the following vesting schedule:

     25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest each month thereafter on the same day of the month as the Vesting
Commencement Date, subject to Optionee's continuing to be a Service Provider on
such dates.


<PAGE>

     Termination Period:

     This Option shall be exercisable, to the extent it is then vested, for
three (3) months after Optionee ceases to be a Service Provider. Upon Optionee's
death or Disability, this Option may be exercised, to the extent it is then
vested, for one (1) year after Optionee ceases to be a Service Provider. In no
event may Optionee exercise this Option after the Term/Expiration Date as
provided above.

II.  AGREEMENT

     1. Grant of Option. The Administrator of the Company hereby grants to the
optionee named in the Notice of Grant (the "Optionee"), an option to purchase
the number of Shares set forth in the Notice of Grant (the "Option"), at the
exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan. Subject to Section
14(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Option Agreement, the terms and conditions of the Plan
shall prevail unless otherwise indicated.

        If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds
the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

     2. Exercise of Option. This Option shall be exercisable during its term in
accordance with the provisions of Section 9 of the Plan as follows:

        (a) Right to Exercise.

            (i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option
shall be exercisable cumulatively according to the vesting schedule set forth in
the Notice of Grant. Alternatively, at the election of the Optionee, this Option
may be exercised in whole or in part at any time as to Shares that have not yet
vested. Vested Shares shall not be subject to the Company's repurchase right (as
set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit
C-1).

            (ii) As a condition to exercising this Option for unvested Shares,
the Optionee shall execute the Restricted Stock Purchase Agreement.

            (iii) This Option may not be exercised for a fraction of a Share.

        (b) Method of Exercise. This Option shall be exercisable by delivery of
an exercise notice in the form attached as Exhibit A (the "Exercise Notice")
which shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and such other representations
and agreements as may be required by the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.

                                       2



<PAGE>

        No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.

     3. Optionee's Representations. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company, concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit
B.

     4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Ordinary Shares (or other
securities) of the Company held by Optionee (other than those included in the
registration) for a period specified by the representative of the underwriters
of Ordinary Shares (or other securities) of the Company not to exceed one
hundred eighty (180) days following the effective date of a registration
statement of the Company filed under the Securities Act.

        Optionee agrees to execute and deliver such other agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the foregoing or which are necessary to give further effect thereto. In
addition, if requested by the Company or the representative of the underwriters
of Ordinary Shares (or other securities) of the Company, Optionee shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such representative in connection with the completion of any public
offering of the Company's securities pursuant to a registration statement filed
under the Securities Act. The obligations described in this Section shall not
apply to a registration relating solely to employee benefit plans on Form S-1 or
Form S-8 or similar forms that may be promulgated in the future, or a
registration relating solely to a Commission Rule 145 transaction on Form S-4 or
similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the Ordinary Shares (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period. Optionee agrees that any transferee of any
Option shall be bound by this Section.

     5. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

        (a) cash or check;

        (b) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan; or

        (c) surrender of other Shares which, (i) in the case of Shares acquired
from the Company, either directly or indirectly, have been owned by the Optionee
for more than six

                                       3


<PAGE>

(6) months on the date of surrender, and (ii) have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

     6. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Law.

     7. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of the
Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

     8. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

     9. Tax Consequences. Set forth below is a brief summary as of the date of
this Option of some of the federal tax consequences of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

        (a) Exercise of NSO. There may be a regular federal income tax liability
upon the exercise of an NSO. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Exercised Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee or a former Employee, the
Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise, and
may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.

        (b) Exercise of ISO. If this Option qualifies as an ISO, there will be
no regular federal income tax liability upon the exercise of the Option,
although the excess, if any, of the Fair Market Value of the Exercised Shares on
the date of exercise over the Exercise Price will be treated as an adjustment to
the alternative minimum tax for federal tax purposes and may subject the
Optionee to the alternative minimum tax in the year of exercise.

        (c) Disposition of Shares. In the case of an NSO, if Shares are held for
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. In the case
of an ISO, if Shares transferred pursuant to the Option are held for at least
one year after exercise and at least two years after the Date of Grant, any gain
realized on disposition of the Shares will also be treated as long-term capital
gain for federal income tax purposes. If Shares purchased under an ISO are
disposed of within one year after exercise or two years after the Date of Grant,
any gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the difference

                                       4


<PAGE>

between the Exercise Price of the Exercised Shares and the lesser of (i) the
Fair Market Value of the Exercised Shares on the date of exercise, or (ii) the
sale price of the Exercised Shares. Different rules may apply if the Shares are
subject to a substantial risk of forfeiture (within the meaning of Section 83 of
the Code) at the time of purchase. Any additional gain will be taxed as capital
gain, short-term depending on the period that the ISO Shares were held.

        (d) Notice of Disqualifying Disposition of ISO Shares. If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (i) the date two years after the Date of Grant, or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

        (e) Section 83(b) Election for Unvested Shares Purchased Pursuant to
Options. With respect to the exercise of an Option for unvested Shares, an
election (the "Election") may be filed by the Optionee with the Internal Revenue
Service, within 30 days of the purchase of the Shares, electing pursuant to
Section 83(b) of the Code to be taxed currently on any difference between the
purchase price of the Shares and their Fair Market Value on the date of
purchase. In the case of an NSO, this will result in a recognition of taxable
income to the Optionee on the date of exercise, measured by the excess, if any,
of the Fair Market Value of the Exercised Shares, at the time the Option is
exercised over the purchase price for the Exercised Shares. Absent such an
election, taxable income will be measured and recognized by Optionee at the time
or times on which the Company's Repurchase Option lapses. In the case of an ISO,
such an election will result in a recognition of income to the Optionee for
alternative minimum tax purposes on the date of exercise, measured by the
excess, if any, of the Fair Market Value of the Exercised Shares, at the time
the Option is exercised, over the purchase price for the Exercised Shares.
Absent such an election, alternative minimum taxable income will be measured and
recognized by Optionee at the time or times on which the Company's Repurchase
Option lapses. Optionee is strongly encouraged to seek the advice of his or her
own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the Election under Section 83(b) of the Code. A form
of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference.


            OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF
OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
OPTIONEE'S BEHALF.

        10. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This Option Agreement is governed by the internal substantive laws but
not the choice of law rules of California.

                                       5



<PAGE>

     11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

                                       6


<PAGE>


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

OPTIONEE                                       ROLLINGSTREAMS SYSTEMS, LTD.


________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

_______________________________________
_______________________________________
_______________________________________
Residence Address












            SIGNATURE PAGE TO STOCK OPTION AGREEMENT - EARLY EXERCISE


<PAGE>
                                    EXHIBIT A

                                 2001 STOCK PLAN

                                 EXERCISE NOTICE

RollingStreams Systems, Ltd.
1082 Stockton Avenue, Suite B
San Jose, CA 95110

Attention:


        1. Exercise of Option. Effective as of today, _______________, ____, the
undersigned ("Optionee") hereby elects to exercise Optionee's option (the
"Option") to purchase _________ shares of the ordinary shares (the "Shares") of
RollingStreams Systems, Ltd. (the "Company") under and pursuant to the 2001
Stock Plan (the "Plan") and the Stock Option Agreement dated _______________,
____ (the "Option Agreement").

        2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price of the Shares, as set forth in the Option Agreement, and any
and all withholding taxes due in connection with the exercise of the Option.

        3. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

        4. Rights as Shareholder. Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in
Section 12 of the Plan.

        5. Company's Right of First Refusal. Before any Shares held by Optionee
or any transferee (either being sometimes referred to herein as the "Holder")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").

           (a) Notice of Proposed Transfer. The Holder of the Shares shall
deliver to the Company a written notice (the "Notice") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the
bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares
at the Offered Price to the Company or its assignee(s).


<PAGE>

           (b) Exercise of Right of First Refusal. At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all or any portion of
the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (c)
below.

           (c) Purchase Price. The purchase price ("Purchase Price") for the
Shares purchased by the Company or its assignee(s) under this Section shall be
the Offered Price. If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration shall be determined by
the Board of Directors of the Company in good faith.

           (d) Payment. Payment of the Purchase Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or by any
combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

           (e) Holder's Right to Transfer. If all of the Shares proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer any such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within 120 days after the date of the Notice, that any such sale or
other transfer is effected in accordance with any applicable securities laws and
that the Proposed Transferee agrees in writing that the provisions of this
Section shall continue to apply to the Shares in the hands of such Proposed
Transferee. If any Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any such Shares held by the Holder may be sold or
otherwise transferred.

           (f) Exception for Certain Family Transfers. Anything to the contrary
contained in this Section notwithstanding, the transfer of any or all of the
Shares during the Optionee's lifetime or on the Optionee's death by will or
intestacy to the Optionee's immediate family or a trust for the benefit of the
Optionee's immediate family shall be exempt from the provisions of this Section.
"Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father. mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

           (g) Termination of Right of First Refusal. The Right of First Refusal
shall terminate as to any Shares upon the earlier of (i) the first sale of
Ordinary Shares of the Company to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or (ii) a Change in
Control in which the successor corporation has equity securities that are
publicly traded.

                                       2




<PAGE>

        6. Tax Consultation. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

        7. Restrictive Legends and Stop-Transfer Orders.

           (a) Legends. Optionee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by the Company or by state or
federal securities laws:

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,
        SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
        REGISTERED UNDER THE ACT, OR IN THE OPINION OF COMPANY COUNSEL
        SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
        TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

        THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
        RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
        OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE
        ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
        OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
        RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
        THESE SHARES.

           (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

           (c) Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Notice or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

        8. Successors and Assigns. The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and the terms and
conditions of this Exercise Notice shall inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer herein set
forth, the terms and conditions of this Exercise Notice shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.

                                       3



<PAGE>

        9. Interpretation. Any dispute regarding the interpretation of this
Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

        10. Governing Law; Severability. This Exercise Notice is governed by the
internal substantive laws, but not the choice of law rules, of California.

        11. Entire Agreement. The Plan and Option Agreement are incorporated
herein by reference. This Exercise Notice, the Plan, the Restricted Stock
Purchase Agreement, the Option Agreement and the Investment Representation
Statement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee.

                                       4


<PAGE>


        IN WITNESS WHEREOF, this Exercise Notice is deemed made as of the date
first set forth above.

Submitted by:                                  Accepted by:


OPTIONEE                                       ROLLINGSTREAMS SYSTEMS, LTD.


________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

Address:                                       Address:
________________________________________       ________________________________
________________________________________       ________________________________
________________________________________       ________________________________


                                               ________________________________
                                               Date Received


                        SIGNATURE PAGE TO EXERCISE NOTICE


<PAGE>


                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE       :

COMPANY        :        ROLLINGSTREAMS SYSTEMS, LTD.

SECURITY       :        ORDINARY SHARES

AMOUNT         :

DATE           :

In connection with the purchase of the above-listed Securities, the undersigned
(the "Optionee") represents to RollingStreams Systems, Ltd. (the "Company") the
following:

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

        (b) Optionee acknowledges and understands that the Securities constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's
investment intent as expressed herein. In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if Optionee's representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future. Optionee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that
the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company, and with any other legend required under applicable
state securities laws.

        (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule
701 at the time of the grant of the option to the Optionee, the exercise will be
exempt from registration under the Securities Act. In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934,


<PAGE>

ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of
an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three month period
not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable.

            In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

        (d) Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

                                        Signature of Optionee:

                                        _______________________________________

                                        Date:__________________________________



                                       2

<PAGE>

                                  EXHIBIT C-1

                          ROLLINGSTREAMS SYSTEMS, LTD.

                                 2001 STOCK PLAN

                       RESTRICTED STOCK PURCHASE AGREEMENT

        THIS AGREEMENT is made between _______________ (the "Purchaser") and
RollingStreams Systems, Ltd. (the "Company") as of _______________, ___.

        Unless otherwise defined herein, the terms defined in the 2001 Stock
Plan shall have the same defined meanings in this Restricted Stock Purchase
Agreement (the "Agreement").

                                    RECITALS

        A. Pursuant to the exercise of the option (grant number _____) granted
to Purchaser under the Plan and pursuant to the Option Agreement dated
_______________, ____ by and between the Company and Purchaser with respect to
such grant (the "Option"), which Plan and Option Agreement are hereby
incorporated by reference, Purchaser has elected to purchase __________ of those
shares of Ordinary Shares which have not become vested under the vesting
schedule set forth in the Option Agreement ("Unvested Shares"). The Unvested
Shares and the shares subject to the Option Agreement which have become vested
are sometimes collectively referred to herein as the "Shares".

        B. As required by the Option Agreement, as a condition to Purchaser's
election to exercise the option, Purchaser must execute this Agreement, which
sets forth the rights and obligations of the parties with respect to Shares
acquired upon exercise of the Option.

        1. Repurchase Option.

           (a) If Purchaser's status as a Service Provider is terminated for any
reason, including for cause, death, and Disability, the Company shall have the
right and option to purchase from Purchaser, or Purchaser's personal
representative, as the case may be, all or any portion of the Purchaser's
Unvested Shares as of the date of such termination at the price paid by the
Purchaser for such Shares (the "Repurchase Option").

           (b) Upon the occurrence of such termination, the Company may exercise
its Repurchase Option by delivering personally or by registered mail, to
Purchaser (or his transferee or legal representative, as the case may be),
within ninety (90) days of the termination, a notice in writing indicating the
Company's intention to exercise the Repurchase Option and setting forth a date
for closing not later than thirty (30) days from the mailing of such notice. The
closing shall take place at the Company's office. At the closing, the holder of
the certificates for the Unvested Shares being transferred shall deliver the
stock certificate or certificates evidencing the Unvested Shares, and the
Company shall deliver the purchase price therefor.

           (c) At its option, the Company may elect to make payment for the
Unvested Shares to a bank selected by the Company. The Company shall avail
itself of this option by a


<PAGE>

notice in writing to Purchaser stating the name and address of the bank, date of
closing, and waiving the closing at the Company's office.

           (d) If the Company does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within ninety (90) days following
the termination, the Repurchase Option shall terminate.

           (e) The Repurchase Option shall terminate in accordance with the
vesting schedule contained in Optionee's Option Agreement.

        2. Transferability of the Shares; Escrow.

           (a) Purchaser hereby authorizes and directs the Secretary of the
Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from
Purchaser to the Company.

           (b) To insure the availability for delivery of Purchaser's Unvested
Shares upon repurchase by the Company pursuant to the Repurchase Option under
Section 1, Purchaser hereby appoints the Secretary, or any other person
designated by the Company as escrow agent, as its attorney-in-fact to sell,
assign and transfer unto the Company, such Unvested Shares, if any, repurchased
by the Company pursuant to the Repurchase Option and shall, upon execution of
this Agreement, deliver and deposit with the Secretary of the Company, or such
other person designated by the Company, the share certificates representing the
Unvested Shares, together with the stock assignment duly endorsed in blank,
attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall
be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of
the Company and Purchaser attached as Exhibit C-3 hereto, until the Company
exercises its Repurchase Option, until such Unvested Shares are vested, or until
such time as this Agreement no longer is in effect. As a further condition to
the Company's obligations under this Agreement, the spouse of the Purchaser, if
any, shall execute and deliver to the Company the Consent of Spouse attached
hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent
shall as soon as practicable deliver to the Purchaser the certificate or
certificates representing such Shares in the escrow agent's possession belonging
to the Purchaser, and the escrow agent shall be discharged of all further
obligations hereunder; provided, however, that the escrow agent shall
nevertheless retain such certificate or certificates as escrow agent if so
required pursuant to other restrictions imposed pursuant to this Agreement.

           (c) The Company, or its designee, shall not be liable for any act it
may do or omit to do with respect to holding the Shares in escrow and while
acting in good faith and in the exercise of its judgment.

           (d) Transfer or sale of the Shares is subject to restrictions on
transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and the
Exercise Notice executed by the Purchaser with respect to any Unvested Shares
purchased by Purchaser and shall acknowledge the same by signing a copy of this
Agreement.

                                       2



<PAGE>

        3. Ownership, Voting Rights, Duties. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein.

        4. Legends. The share certificate evidencing the Shares issued hereunder
shall be endorsed with the following legend (in addition to any legend required
under applicable federal and state securities laws):

        THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
        RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
        AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON
        FILE WITH THE SECRETARY OF THE COMPANY.

        5. Adjustment for Stock Split. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company pursuant to Section 12 of the Plan after
the date of this Agreement.

        6. Notices. Notices required hereunder shall be given in person or by
registered mail to the address of Purchaser shown on the records of the Company,
and to the Company at their respective principal executive offices.

        7. Survival of Terms. This Agreement shall apply to and bind Purchaser
and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.

        8. Section 83(b) Election. Purchaser hereby acknowledges that he or she
has been informed that, with respect to the exercise of an Option for Unvested
Shares, an election (the "Election") may be filed by the Purchaser with the
Internal Revenue Service, within 30 days of the purchase of the exercised
Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on
any difference between the purchase price of the exercised Shares and their Fair
Market Value on the date of purchase. In the case of a Nonstatutory Stock
Option, this will result in a recognition of taxable income to the Purchaser on
the date of exercise, measured by the excess, if any, of the Fair Market Value
of the exercised Shares, at the time the Option is exercised over the purchase
price for the exercised Shares. Absent such an Election, taxable income will be
measured and recognized by Purchaser at the time or times on which the Company's
Repurchase Option lapses. In the case of an Incentive Stock Option, such an
Election will result in a recognition of income to the Purchaser for alternative
minimum tax purposes on the date of exercise, measured by the excess, if any, of
the Fair Market Value of the exercised Shares, at the time the option is
exercised, over the purchase price for the exercised Shares. Absent such an
Election, alternative minimum taxable income will be measured and recognized by
Purchaser at the time or times on which the Company's Repurchase Option lapses.
Purchaser is strongly encouraged to seek the advice of his or her own tax
consultants in connection with the purchase of the Shares and the advisability
of filing of the Election under Section 83(b) of the Code. A form of Election
under Section 83(b) is attached hereto as Exhibit C-5 for reference.

                                       3

<PAGE>

           PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE,
EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING
ON PURCHASER'S BEHALF.

        9. Representations. Purchaser has reviewed with his own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Purchaser is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents. Purchaser understands that he (and not the Company) shall be
responsible for his own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

        10. Governing Law. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of California.

        Purchaser represents that he has read this Agreement and is familiar
with its terms and provisions. Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.



            [The remainder of the page is intentionally left blank.]

                                       4

<PAGE>


        IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above.

Submitted by:                                  Accepted by:


OPTIONEE                                       ROLLINGSTREAMS SYSTEMS, LTD.


________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

Address:
_______________________________________
_______________________________________
_______________________________________

                                               ________________________________
                                               Date Received









              SIGNATURE PAGE TO RESTRICTED STOCK PURCHASE AGREEMENT


<PAGE>


                                   EXHIBIT C-2

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


        FOR VALUE RECEIVED I, ____________________, hereby sell, assign and
transfer unto RollingStreams Systems, Ltd. ____________________ (__________)
shares of the ordinary shares of RollingStreams Systems, Ltd. standing in my
name of the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint __________ to transfer
the said stock on the books of the within named corporation with full power of
substitution in the premises.

        This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement between RollingStreams Systems, Ltd. and the
undersigned dated _______________, ____.

Dated:  _______________, ____              Signature:__________________________

























INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.

                                       1

<PAGE>


                                   EXHIBIT C-3

                            JOINT ESCROW INSTRUCTIONS


                                                           ______________, ____

Corporate Secretary
RollingStreams Systems, Ltd.




Dear ______________________:


        As Escrow Agent for both RollingStreams Systems, Ltd. (the "Company"),
and the undersigned purchaser of stock of the Company (the "Purchaser"), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Restricted Stock Purchase Agreement (the
"Agreement") between the Company and the undersigned, in accordance with the
following instructions:

        1. In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the "Company") exercises the Company's
repurchase option set forth in the Agreement, the Company shall give to
Purchaser and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

        2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver the stock assignments, together with the
certificate evidencing the shares of stock to be transferred, to the Company or
its assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company's repurchase option.

        3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a stockholder of the Company while the
stock is held by you.

        4. Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company's repurchase option has been exercised, you
will deliver to Purchaser a



<PAGE>

certificate or certificates representing so many shares of stock as are not then
subject to the Company's repurchase option. Within 120 days after cessation of
Purchaser's continuous employment by or services to the Company, or any parent
or subsidiary of the Company, you will deliver to Purchaser a certificate or
certificates representing the aggregate number of shares held or issued pursuant
to the Agreement and not purchased by the Company or its assignees pursuant to
exercise of the Company's repurchase option.

        5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

        6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

        7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

        8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

        9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

        10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

        11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

        12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

                                       2



<PAGE>

        13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

        14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

        15. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto.

        16. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

        17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.

        18. These Joint Escrow Instructions shall be governed by the internal
substantive laws, but not the choice of law rules, of California.

                                       3

<PAGE>


        IN WITNESS WHEREOF, these Joint Escrow Instructions are deemed made as
of the date first set forth above.

PURCHASER                                      ROLLINGSTREAMS SYSTEMS, LTD.



________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

_______________________________________
_______________________________________
_______________________________________
Residence Address





EXCROW AGENT


_______________________________________
Corporate Secretary

Dated:_________________, ____















                   SIGNATURE PAGE TO JOINT ESCROW INSTRUCTIONS



<PAGE>


                                   EXHIBIT C-4

                                CONSENT OF SPOUSE


         I, ____________________, spouse of ____________________, have read and
approve the foregoing Restricted Stock Purchase Agreement (the "Agreement"). In
consideration of granting of the right to my spouse to purchase shares of
____________________, as set forth in the Agreement, I hereby appoint my spouse
as my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I
may have any rights in said Agreement or any shares issued pursuant thereto
under the community property laws or similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.

Dated:  _______________, ____          Signature:______________________________



                                       1
<PAGE>


                                   EXHIBIT C-5

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
or alternative minimum taxable income, as the case may be, for the current
taxable year the amount of any compensation taxable to taxpayer in connection
with taxpayer's receipt of the property described below:

1.   The name, address, taxpayer identification number and taxable year of the
     undersigned are as follows:

     NAME:                         TAXPAYER:                       SPOUSE:

     ADDRESS:

     IDENTIFICATION NO.:           TAXPAYER:                       SPOUSE:

     TAXABLE YEAR:

2.   The property with respect to which the election is made is described as
     follows: _____ shares (the "Shares") of the ordinary shares of
     RollingStreams Systems, Ltd. (the "Company").

3.   The date on which the property was transferred is: _____________, _____.

4.   The property is subject to the following restrictions:

     The Shares may not be transferred and are subject to forfeiture under the
     terms of an agreement between the taxpayer and the Company. These
     restrictions lapse upon the satisfaction of certain conditions contained in
     such agreement.

5.   The fair market value at the time of transfer, determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse, of such property is: $___________.

6.   The amount (if any) paid for such property is: $_______________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated:  _______________, ____
                                              _________________________________
                                              Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated:_______________, ____
                                              _________________________________
                                              Spouse of Taxpayer



<PAGE>


                          ROLLINGSTREAMS SYSTEMS, LTD.
                                 2001 STOCK PLAN
                          NOTICE OF STOCK OPTION GRANT
                            PRC NATIONALS IN THE PRC

Name:

Address:

         You have been granted an option (the "Option") to purchase the Ordinary
Shares of RollingStreams Systems, Ltd. (the "Company"), subject to the terms and
conditions of the Company's 2001 Stock Plan (the "Plan") and this Notice of
Grant, as follows:

         Date of Grant                    ______________________________________
         Vesting Commencement Date        ______________________________________
         Exercise Price per Share         $_____________________________________
         Total Number of Shares Granted   ______________________________________
         Total Exercise Price             $_____________________________________
         Type of Option:                  ___      Incentive Stock Option
                                          ___      Nonstatutory Stock Option
         Term/Expiration Date:            ______________________________________

         Vesting Schedule:

         Your Option shall be exercisable, in whole or in part, in accordance
with the Option Rules (attached hereto as Exhibit A) and the following vesting
schedule:

         25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48 of the Shares subject to the Option
shall vest each month thereafter, subject to your continuing to be an employee,
consultant or director of the Company (a "Service Provider") on such dates.

         Escrow Provisions:

         Your Option shall be held by the Company under the Escrow Provisions
(attached hereto as Exhibit B).

         Termination Period:

         Your Option shall be exercisable for three (3) months after you cease
to be a Service Provider. Upon your death or disability, the Option may be
exercised for such longer period as provided in the Plan. In no event may you
exercise this Option after the Term/Expiration Date set forth above.

                                               ROLLINGSTREAMS SYSTEMS, LTD.

                                               By:_____________________________
                                                  Title:  President

This Notice of Grant does not represent a stock interest in the Company, which
shall occur only upon the exercise of this Option pursuant to its terms.

_______________________________________________________________________________
The undersigned hereby acknowledges that he/she understands and accepts the
Option Rules (Exhibit A) and Escrow Provisions (Exhibit B) to this Agreement.

_________________          _______________________          ___________________
Residence Address          Optionee Signature/Date          Print Optionee Name



<PAGE>


                                    EXHIBIT A

                                  OPTION RULES

     1. Escrow. The Option, and any Shares or cash acquired pursuant thereto,
shall be held by the Company pursuant to the Escrow Provisions attached hereto
as Exhibit B.

     2. Exercise of Option. You may exercise the Option by delivering to the
Company the Exercise Notice attached hereto as Exhibit C.

     3. Lock-Up Period. If requested by the Company or any representative of the
Company's underwriters (the "Managing Underwriter") in connection with the
initial public offering of any securities of the Company under the United States
Securities Act of 1933, as amended (the "Securities Act"), you will not be
permitted to sell or otherwise transfer any shares or other securities of the
Company during the 180-day period (or such other period as may be requested in
writing by the Managing Underwriter and agreed to in writing by the Company)
following the effective date of a registration statement of the Company filed
under the Securities Act.

     4. Method of Payment. You may pay the aggregate Exercise Price by any of
the following, or a combination thereof:

        (a) if you have funds held by you outside of the People's Republic of
China, you may pay by cash or check; or

        (b) after an initial public offering of the Company's securities,
consideration received by the Company under a formal cashless exercise program
adopted by the Company in connection with the Plan.

     5. Non-Transferability of Option. Your Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution, and
only you may exercise the Option during your lifetime.

     6. No Guarantee of Continued Service. THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY YOUR CONTINUED STATUS AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). THIS NOTICE OF GRANT DOES
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY
WITH YOUR RIGHT OR THE COMPANY'S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



<PAGE>


                                    EXHIBIT B

                          ROLLINGSTREAMS SYSTEMS, LTD.

                                 2001 STOCK PLAN

                                ESCROW PROVISIONS

     1. Option. As set forth in the Notice of Grant, you have been granted the
Option under the Plan. The Option shall be held by the Company under these
Escrow Provisions in an account in your name.

     2. Legal and Equitable Title. Legal and equitable title to the Option and
any cash or securities acquired pursuant thereto, shall remain with you at all
times, notwithstanding that such items may be held by the Company pursuant to
these Escrow Instructions.

     3. Exercise of Option. You may instruct the Company to exercise the Option
on your behalf at such time or times as permitted by the Notice of Grant and the
Plan.

     4. Proceeds of Exercise. Shares acquired upon exercise of the Option shall
be retained in this Escrow. You may elect to keep any proceeds from the sale of
such shares in your account under these Escrow Provisions or to have them
distributed to you in RMB within 10 business days of the sale, pursuant to such
channels as the Company reasonably determines appropriate.

     5. Powers of Company. The Company may take any and all actions, and is
hereby granted such powers and discretion, as may appear necessary or proper to
comply with the applicable laws of any jurisdictions and to effectuate and carry
out the terms and purposes of this Escrow, including, but not limited to, the
power to exercise the Option and hold or dispose of the proceeds of such
exercise in accordance with the terms of these Escrow Provisions.

     6. Limitation of Liability. The Company shall not be liable for any damage
caused by the exercise of its discretion as authorized by these Escrow
Provisions for any reason, except gross negligence or willful misconduct. The
Company shall not be liable for honest mistakes of judgment or for losses or
liabilities due to such honest mistakes of judgment.

     7. Costs and Expenses of this Escrow. All costs and expenses of these
Escrow Provisions shall be borne by the Company.

     8. Governing Law. This Escrow will be administered in the State of
California, and its validity, construction and all rights hereunder, shall be
governed by the laws of the State of California; provided, however, that all
matters affecting the title, ownership and transferability of any security,
whether created or held hereunder, shall be governed by all applicable federal,
state, or foreign securities laws.



<PAGE>


                                    EXHIBIT C

                                 2001 STOCK PLAN

                                 EXERCISE NOTICE

Date:__________

ROLLINGSTREAMS SYSTEMS, LTD. (the "Company")
Address:      ______________________________
              ______________________________


Attention:  Chief Financial Officer

     1. Exercise of Option. I hereby elect to exercise the Option as to _____
shares of the Company's Ordinary Shares (the "Shares").

     2. Representations. I acknowledge that I have received, read and understood
the Plan, Escrow Provisions and the Notice of Grant, and I agree to abide by and
be bound by their terms and conditions.

     3. Right of First Refusal. I understand that before I may sell or transfer
any of the Shares (including transfer by gift or operation of law), the Company
or its assign shall have for a period of thirty (30) days a right of first
refusal to purchase all or any portion of the Shares at the price for which I
propose to transfer them, which right of first refusal shall terminate upon the
date of the initial public offering of any securities of the Company. The right
of first refusal shall not apply if the Shares are transferred to my immediate
family members or a trust for my benefit or the benefit of my family, provided
that the transferee will hold the Shares subject to this Exercise Notice.

     4. Tax Consultation. I understand that I may suffer adverse tax
consequences as a result of the receipt of the Option or the purchase or
disposition of the Shares. I have consulted with any tax consultants I deem
advisable in connection with the Option, and I am not relying on the Company for
any tax advice.

     5. Restrictive Legends and Stop-Transfer Orders.

        (a) Legends. I understand and agree that the Company shall cause the
legends set forth below, or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or any applicable laws:

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED,
        SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL



<PAGE>

        REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
        SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
        TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

        THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
        RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
        OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE
        ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
        OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
        RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
        THESE SHARES.

        (b) Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

                                       2



<PAGE>


     6. Entire Agreement. The Plan, Escrow Provisions and the Notice of Grant
are incorporated herein by reference. This Agreement, the Plan, the Notice of
Grant, the Escrow Provisions and the Investment Representation Statement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements between the Company and I with respect to the subject matter hereof,
and may not be modified adversely to my interest except by means of a writing
signed by the Company and me.

Submitted by:                                  Accepted by:

                                               ROLLINGSTREAMS SYSTEMS, LTD.


________________________________________       ________________________________
Signature                                      By

________________________________________       ________________________________
Print Name                                     Title

Address:                                       Address:

_______________________________________        ________________________________
_______________________________________        ________________________________


_______________________________________
Date Received


<PAGE>


                                    EXHIBIT D

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:        ROLLINGSTREAMS SYSTEMS, LTD.

SECURITY:       ORDINARY SHARES

AMOUNT:

DATE:

        In connection with the purchase of the above-listed Securities, the
undersigned Optionee represents to RollingStreams Systems, Ltd. (the "Company")
the following:

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

        (b) Optionee acknowledges and understands that the Securities constitute
"restricted securities" under the Securities Act and have not been registered
under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's
investment intent as expressed herein. In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if Optionee's representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the future. Optionee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that
the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.

        (c) Optionee is familiar with the provisions of Rule 701 and Rule 144,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. Rule 701 provides that if the issuer qualifies under Rule
701 at the time of the grant of the Option to the Optionee, the exercise will be
exempt from registration under the Securities Act. In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934,



<PAGE>

ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of
an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three month period
not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable.

        In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than two years after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than three years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

        (d) Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

                                       Signature of Optionee:

                                       ________________________________________

                                       Date:___________________________________






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>ex5-1_091503.txt
<DESCRIPTION>OPINION OF SHEARMAN & STERLING LLP
<TEXT>
                                                                     Exhibit 5.1


                             SHEARMAN & STERLING LLP

                              555 CALIFORNIA STREET
                             SAN FRANCISCO, CA 94104
                                  415 616-1100




                               September 15, 2003




UTStarcom, Inc.
1275 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Ladies and Gentlemen:

         We have acted as counsel for UTStarcom, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of the Company filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to 5,908,229 shares (the "Shares") of common stock, par value
$.00125 per share, of the Company (the "Common Stock"), to be issued from time
to time pursuant to the Company's 1997 Stock Plan, 2003 Nonstatutory Stock
Option Plan and the RollingStreams Systems, Ltd. 2001 Stock Plan (collectively,
the "Plans").

         In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.

         The opinion expressed below is limited to the General Corporation Law
of Delaware, and we do not express any opinion herein concerning any other law.

         Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the relevant Plan and (b) paid for
in full in accordance with the terms of the relevant Plan, the Shares will be
validly issued, fully paid and non-assessable.





   Shearman & Sterling LLP is a limited liability partnership organized in the
     United States under the laws of the State of Delaware, which laws limit
                       the personal liability of partners.

<PAGE>

September 15, 2003
Page 2



         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                              Very truly yours,



                                              /s/ Shearman & Sterling LLP
                                              Shearman & Sterling LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>ex23-1_091503.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

                                                                    Exhibit 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 2003 relating to the
consolidated financial statements, which appears in UTStarcom, Inc's Annual
Report on Form 10-K for the year ended December 31, 2002, as amended by Form
10-K/A (Amendment No. 1). We also consent to the incorporation by reference of
our report dated January 23, 2003 relating to the financial statement schedules,
which appears in such Annual Report on Form 10-K.



/s/ PricewaterhouseCoopers LLP



San Francisco, California
September 11, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>ex23-2_091503.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
                                                                    Exhibit 23.2



                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Form S-8 of UTStarcom, Inc. of
our report dated May 12, 2003 (May 23, 2003 as to Note 11), relating to the
consolidated financial statements of CommWorks (an operating segment of 3Com
Corporation) for the nine months ended February 28, 2003 and the years ended May
31, 2002 and June 1, 2001 appearing in the Current Report on Form 8-K/A of
UTStarcom, Inc. dated July 10, 2003.


/s/ Deloitte & Touche LLP


San Jose, California
September 11, 2003


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
