

                                ACTEL CORPORATION

                        1986 INCENTIVE STOCK OPTION PLAN

                   Amended and Restated Effective May 19, 2001



1.     Purposes  of the Plan.  The  purposes  of this Stock  Option  Plan are to
       attract  and  retain  the  best  available  personnel  for  positions  of
       substantial  responsibility,  to  provide  additional  incentive  to  the
       Employees  and  Consultants  of the Company and to promote the success of
       the Company's business.

       Optionsgranted  hereunder may be either  "incentive  stock  options",  as
       defined in Section 422 of the Internal  Revenue Code of 1986, as amended,
       or "non-statutory stock options",  at the discretion of the Administrator
       and as reflected in the terms of the written option agreement.

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


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

       (b)    "Applicable  Laws" shall mean the legal  requirements  relating to
              the   administration   of  stock  option  plans  under  California
              corporate and securities laws and the Code.

       (c)    "Board" shall mean the Board of Directors of the Company.

       (d)    "Common Stock" shall mean the Common Stock of the Company.

       (e)    "Company" shall mean Actel Corporation, a California corporation.

       (f)    "Committee"  shall mean the  Committee  appointed  by the Board of
              Directors in  accordance  with  paragraph  (a) of Section 4 of the
              Plan, if one is appointed.

       (g)    "Consultant" shall mean any person,  including an advisor, engaged
              by the Company or a Parent or  Subsidiary  to render  services and
              who is  compensated  for  such  services,  provided  that the term
              "Consultant"  shall  not  include  Directors  who are paid  only a
              director's  fee by the Company or who are not  compensated  by the
              Company for their services as Directors.

       (h)    "Continuous  Status as an Employee or Consultant"  shall mean that
              the employment or consulting  relationship  is not  interrupted or
              terminated by the Company,  any Parent or  Subsidiary.  Continuous
              Status  as an  Employee  or  Consultant  shall  not be  considered
              interrupted  in the case of: (i) any leave of absence  approved by
              the Board,  including  sick leave,  military  leave,  or any other
              personal leave; provided,  however, that for purposes of Incentive
              Stock  Options,  any such leave may not exceed  ninety  (90) days,
              unless   reemployment   upon  the  expiration  of  such  leave  is
              guaranteed by contract  (including  certain  Company  policies) or
              statute;  or (ii)  transfers  between  locations of the Company or
              between  the  Company,   its  Parent,   its  Subsidiaries  or  its
              successor.

       (i)    "Employee"   shall  mean  any  person,   including   officers  and
              directors,  employed by the Company or any Parent or Subsidiary of
              the Company.  The payment of a director's fee by the Company shall
              not be sufficient to constitute "employment" by the Company.

       (j)    "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
              amended.


       (k)    "Incentive  Stock Option" shall mean an Option intended to qualify
              as an incentive  stock option within the meaning of Section 422 of
              the Internal Revenue Code of 1986, as amended.

       (l)    "Officer"  shall mean 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.

       (m)    "Option" shall mean a stock option granted pursuant to the Plan.

       (n)    "Optioned Stock" shall mean the Common Stock subject to an Option.

       (o)    "Optionee"  shall mean an Employee or  Consultant  who receives an
              Option.

       (p)    "Parent"  shall  mean  a  "parent  corporation",  whether  now  or
              hereafter  existing,  as defined in Section 424(e) of the Internal
              Revenue Code of 1986, as amended.

       (q)    "Plan"  shall  mean this 1986  Incentive  Stock  Option  Plan,  as
              amended.

       (r)    "Rule  16b-3"  shall  mean Rule 16b-3 of the  Exchange  Act or any
              successor  to Rule 16b-3,  as in effect when  discretion  is being
              exercised with respect to the Plan.

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

       (t)    "Subsidiary" shall mean a "subsidiary corporation", whether now or
              hereafter  existing,  as defined in Section 424(f) of the Internal
              Revenue Code of 1986, as amended.

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  5,497,897  shares of  Common  Stock,  increased
       annually on the first day of each of the  Company's  fiscal  years during
       the term of the Plan (and subsequent to the May 2, 1996, amendment to and
       restatement of the Plan) in an amount equal to 5% of the Company's common
       stock issued and  outstanding at the close of business on the last day of
       the immediately preceding fiscal year (the "Annual Replenishment"),  with
       only the 5,497,897  shares and subsequent  annual  increases in an amount
       equal to the lesser of (i)  885,931  shares and (ii) the number of shares
       subject to the Annual  Replenishment  to be  available  for  issuance  as
       "incentive  stock  options"  qualified  under Section 422 of the Internal
       Revenue  Code.  All  of  the  shares  issuable  under  the  Plan  may  be
       authorized, but unissued, or reacquired Common Stock.

       If an Option should expire or become unexercisable for any reason without
       having been exercised in full, the unpurchased  Shares which were subject
       thereto  shall,  unless  the Plan  shall  have  been  terminated,  become
       available for future grant under the Plan.

4.     Administration of the Plan.

       (a)    Procedure.

              (i)    Multiple Administrative Bodies. If permitted by Rule 16b-3,
                     the Plan  may be  administered  by  different  bodies  with
                     respect to Directors,  Officers who are not Directors,  and
                     Employees who are neither Directors nor Officers.

              (ii)   Administration  With  Respect  to  Directors  and  Officers
                     Subject to Section  16(b).  With  respect to Option  grants
                     made  to  Employees  who are  also  Officers  or  Directors
                     subject  to Section  16(b) of the  Exchange  Act,  the Plan
                     shall be  administered  by (A) the Board,  if the Board may
                     administer the Plan in compliance  with the rules governing
                     a plan  intended to qualify as a  discretionary  plan under
                     Rule 16b-3,  or (B) a committee  designated by the Board to
                     administer the Plan,  which  committee shall be constituted
                     to  comply  with the rules  governing  a plan  intended  to
                     qualify as a  discretionary  plan under  Rule  16b-3.  Once
                     appointed,  such  Committee  shall continue to serve in its
                     designated  capacity until otherwise directed by the Board.
                     From time to time the Board  may  increase  the size of the
                     Committee and appoint  additional  members,  remove members
                     (with or without cause) and  substitute  new members,  fill
                     vacancies  (however caused),  and remove all members of the
                     Committee and thereafter  directly administer the Plan, all
                     to the  extent  permitted  by the  rules  governing  a plan
                     intended  to  qualify  as a  discretionary  plan under Rule
                     16b-3.

              (iii)  Administration With Respect to Other Persons.  With respect
                     to Option grants made to Employees or  Consultants  who are
                     neither  Directors  nor Officers of the  Company,  the Plan
                     shall be  administered  by (A) the Board or (B) a committee
                     designated  by  the  Board,   which   committee   shall  be
                     constituted to satisfy  Applicable  Laws.  Once  appointed,
                     such Committee shall serve in its designated capacity until
                     otherwise directed by the Board. The Board may increase the
                     size  of the  Committee  and  appoint  additional  members,
                     remove  members (with or without  cause) and substitute new
                     members,  fill vacancies  (however caused),  and remove all
                     members of the Committee and thereafter directly administer
                     the Plan, all to the extent permitted by Applicable Laws.

       (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
              shall have the authority, in its discretion:

              (i)    to determine the Fair Market Value of the Common Stock,  in
                     accordance with Section 9(b) of the Plan;

              (ii)   to select the Consultants and Employees 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, shall determine;

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

              (viii) to  prescribe,  amend and  rescind  rules  and  regulations
                     relating to the Plan;

              (ix)   to modify or amend each Option (subject to Section 14(c) of
                     the Plan);

              (x)    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;

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

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

       (c)    Effect of Administrator's Decision. All decisions,  determinations
              and  interpretations  of the  Administrator  shall  be  final  and
              binding on all  Optionees  and any other  holders  of any  Options
              granted under the Plan.

5.     Eligibility.  Options may be granted only to Employees  and  Consultants.
       Incentive Stock Options may be granted only to Employees.  An Employee or
       Consultant  who has been granted an Option may, if he or she is otherwise
       eligible, be granted an additional Option or Options.

6.     Limitations.

       (a)    Each Option shall be  designated  in the Notice of Grant as either
              an Incentive Stock Option or a Nonstatutory Stock Option. However,
              notwithstanding   such  designations,   to  the  extent  that  the
              aggregate  Fair Market  Value of Shares  subject to an  Optionee's
              incentive  stock  options  granted by the  Company,  any Parent or
              Subsidiary,  that become exercisable for the first time during any
              calendar  year  (under  all plans of the  Company or any Parent or
              Subsidiary) exceeds $100,000, such excess 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,  and the Fair  Market  Value of the
              Shares shall be determined as of the time of grant.

       (b)    The Plan shall not confer upon any Optionee any right with respect
              to continuation of employment or consulting  relationship with the
              Company,  nor shall it  interfere in any way with his or her right
              or the  Company's  right to  terminate  his or her  employment  or
              consulting relationship at any time.

       (c)    The  following  limitations  shall  apply to grants of  Options to
              Employees:

              (i)    No  Employee  shall be  granted,  in any fiscal year of the
                     Company,   Options  to  purchase  more  than  five  hundred
                     thousand Shares.

              (ii)   The foregoing limitation shall be adjusted  proportionately
                     in   connection   with   any   change   in  the   Company's
                     capitalization as described in Section 12(a).

              (iii)  If an Option is cancelled  (other than in connection with a
                     transaction  described in Section 12), the cancelled Option
                     will be  counted  against  the limit  set forth in  Section
                     6(c)(i).  For this  purpose,  if the  exercise  price of an
                     Option is  reduced,  the  transaction  will be treated as a
                     cancellation  of the Option and the grant of a new  Option.
                     (d) The Administrator  shall not substitute new Options for
                     previously  granted Options or reduce the exercise price of
                     any Option if such  substitution  or reduction would result
                     in variable award accounting.

7.     Term of Plan. The Plan shall continue in effect until May 18, 2011.

8.     Term of Option.  The term of each Option shall be stated in the Notice of
       Grant; provided,  however, that in the case of an Incentive Stock Option,
       the term shall be ten (10)  years from the date of grant or such  shorter
       term as may be provided in the Notice of Grant.  Moreover, in the case of
       an  Incentive  Stock Option  granted to an Optionee  who, at the time the
       Incentive Stock 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 Incentive Stock Option shall
       be five (5) years from the date of grant or such  shorter  term as may be
       provided in the Notice of Grant.

9.     Exercise Price and Consideration.

       (a)    The per Share exercise price for the Shares to be issued  pursuant
              to 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  the
                            Incentive  Stock  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 per Share exercise
                            price  shall be no less than 110% of the Fair Market
                            Value per Share on the date of grant.

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

       (b)    The fair market value shall be determined by the  Administrator in
              its discretion;  provided,  however,  that where there is a public
              market for the Common Stock, the fair market value per Share shall
              be the mean of the bid and asked  prices,  or closing price in the
              event quotations for the Common Stock are reported on the National
              Market  System,  of the  Common  Stock  on the date of  grant,  as
              reported in the Wall Street  Journal (or, if not so  reported,  as
              otherwise  reported  by the  National  Association  of  Securities
              Dealers Automated  Quotation (NASDAQ) System) or, in the event the
              Common Stock is listed on a stock exchange,  the fair market value
              per Share shall be the closing  price on such exchange on the date
              of grant of the Option, as reported in the Wall Street Journal.

       (c)    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 may consist entirely of cash;
              check;  promissory  note;  other  Shares  which (A) in the case of
              Shares acquired upon exercise of an option, have been owned by the
              Optionee  for more than six 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
              shall  be  exercised;   for  options  granted  subsequent  to  the
              effective date of the 1993  amendments to the Plan,  delivery of a
              properly   executed  exercise  notice  together  with  such  other
              documentation  as the  Committee  and the broker,  if  applicable,
              shall  require to effect an exercise of the option and delivery to
              the  Company  of  the  sale  or  loan  proceeds  required;  or any
              combination   of  such   methods   of   payment,   or  such  other
              consideration  and method of payment for the issuance of Shares to
              the extent permitted under Applicable Law.

10.               Exercise of Option.

       (a)    Procedure  for  Exercise;  Rights  as a  Shareholder.  Any  Option
              granted  hereunder  shall be  exercisable  at such times and under
              such  conditions  as determined  by the  Administrator,  including
              performance  criteria  with  respect  to the  Company  and/or  the
              Optionee, and as shall be permissible under the terms of the Plan;
              provided, however, that an Incentive Stock Option granted prior to
              January  1,  1987  shall  not  be   exercisable   while  there  is
              outstanding any incentive  stock option which was granted,  before
              the granting of such Incentive Stock Option,  to the same Optionee
              to purchase stock of the Company, any Parent or Subsidiary, or any
              predecessor corporation of such corporations. For purposes of this
              provision,   an  incentive   stock  option  shall  be  treated  as
              outstanding  until such option is  exercised in full or expires by
              reason of lapse of time.

              An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed to be exercised  when written  notice of
              such exercise has been given to the Company in accordance with the
              terms of the Option by the person  entitled to exercise the Option
              and full  payment for the Shares with  respect to which the Option
              is exercised has been  received by the Company.  Full payment may,
              as authorized by the  Administrator,  consist of any consideration
              and method of payment  allowable  under  Section 9(c) of the Plan.
              Until the issuance (as evidenced by the  appropriate  entry on the
              books of the Company or of a duly authorized transfer agent of the
              Company) of the stock certificate evidencing such Shares, no right
              to vote or receive  dividends or any other rights as a shareholder
              shall exist with  respect to the Optioned  Stock,  notwithstanding
              the  exercise  of the  Option.  No  adjustment  will be made for a
              dividend  or other right for which the record date is prior to the
              date the  stock  certificate  is  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 which  thereafter may be 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 Status as an Employee or Consultant. If an Employee
              or Consultant ceases to serve as an Employee or Consultant,  he or
              she may, but only within 30 days (or such other period of time not
              exceeding  three months as is determined by the  Administrator  at
              the time of grant of the  Option)  after the date he or she ceases
              to be an  Employee  or  Consultant  (as  the  case  may be) of the
              Company,  exercise  his or her Option to the extent that he or she
              was  entitled to exercise it at the date of such  termination.  To
              the extent that he or she was not  entitled to exercise the Option
              at the date of such termination, or if he or she does not exercise
              such Option (which he or she was entitled to exercise)  within the
              time specified herein, the Option shall terminate.

       (c)    Disability of Optionee.  Notwithstanding the provisions of Section
              10(b) above,  in the event an Employee or  Consultant is unable to
              continue his or her employment or consulting relationship with the
              Company as a result of his or her total and  permanent  disability
              (as defined in Section  22(e)(3) of the Internal Revenue Code), he
              or she may,  but only within six (6) months (or such other  period
              of  time  not   exceeding  12  months  as  is  determined  by  the
              Administrator at the time of grant of the Option) from the date of
              termination,  exercise  his or her  Option to the extent he or she
              was entitled to exercise it at the date of such termination (or to
              such greater  extent as the  Administrator  may  provide).  To the
              extent that he or she was not  entitled to exercise  the Option at
              the date of  termination,  or if he or she does not exercise  such
              Option (which he or she was entitled to exercise)  within the time
              specified herein, the Option shall terminate.

       (d)    Death of Optionee.  In the event of the death of an Optionee,  the
              entire  Option may be  exercised  at any time  within  twelve (12)
              months following the date of death (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 acquired the
              right to exercise the Option by bequest or inheritance.  If, after
              death, the Optionee's estate or a person who acquired the right to
              exercise  the Option by bequest or  inheritance  does not exercise
              the Option  within the time  specified  herein,  the Option  shall
              terminate,  and the Shares  covered by such Option shall revert to
              the Plan.

11.    Non-Transferability  of  Options.  The 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.

12.    Adjustments Upon Changes in Capitalization,  Dissolution, Merger or Asset
       Sale.

       (a)    Changes in  Capitalization.  Subject to any required action by the
              shareholders of the Company,  the number of shares of 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;  provided,   however,  that  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,  to the extent that an
              Option  has not  been  previously  exercised,  it  will  terminate
              immediately prior to the consummation of such proposed action. The
              Board  may,  in  the  exercise  of its  sole  discretion  in  such
              instances,  declare that any Option  shall  terminate as of a date
              fixed by the Board and give each  Optionee  the right to  exercise
              his or her  Option  as to all or any part of the  Optioned  Stock,
              including  Shares as to which the Option  would not  otherwise  be
              exercisable.

       (c)    Merger or Asset Sale. In the event of a merger of the Company with
              or into another  corporation,  or the sale of substantially all of
              the  assets  of the  Company,  each  outstanding  Option  shall be
              assumed  or an  equivalent  option  shall  be  substituted  by the
              successor  corporation  or a Parent or Subsidiary of the successor
              corporation.  In the event that such successor corporation refuses
              to assume such Option or to substitute an equivalent option,  such
              Options shall become fully vested and exercisable as to all of the
              Optioned Stock, including the Shares as to which the Options would
              not otherwise be vested and  exercisable.  If Options become fully
              vested and  exercisable in lieu of assumption or  substitution  in
              the event of a merger or sale of assets,  the Administrator  shall
              notify the Optionee that the Option shall be fully exercisable for
              a period of thirty (30) days from the date of such notice, and the
              Option will terminate upon the expiration of such period.

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.  Notice of the determination shall be given to each
       Employee  or  Consultant  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  Company  shall  obtain  shareholder
              approval  of any  Plan  amendment  to  the  extent  necessary  and
              desirable  to comply  with Rule 16b-3 or with  Section  422 of the
              Code (or any successor  rule or statute or other  applicable  law,
              rule or regulation,  including the requirements of any exchange or
              quotation  system on which the Common  Stock is listed or quoted).
              Such shareholder approval, if required,  shall be obtained in such
              a manner  and to such a degree as is  required  by the  applicable
              law, rule or regulation.

       (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.

15.    Conditions  Upon Issuance of Shares.  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  pursuant  thereto shall comply with
       all  relevant  provisions  of law,  including,  without  limitation,  the
       Securities Act, the Exchange Act, the rules and  regulations  promulgated
       thereunder,  state  securities  laws, and the  requirements  of any stock
       exchange  upon which the Shares may then be listed,  and shall be further
       subject to the  approval of counsel for the Company  with respect to such
       compliance.

       As a condition to the exercise of an Option,  the Company may require the
       person  exercising  such  Option  to  render  to the  Company  a  written
       statement  containing  such  representations  and  warranties  as, in the
       opinion of counsel for the Company,  may be required to ensure compliance
       with any of the  aforementioned  relevant  provisions of law, including a
       representation  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.    Reservation of Shares. The Company, during the term of this Plan, will at
       all times  reserve and keep  available  such number of Shares as shall be
       sufficient to satisfy the requirements of the Plan.

       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.

17.    Option Agreement. Options shall be evidenced by written option agreements
       in such form as the Administrator shall approve.
