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<TYPE>10-Q
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<FILING-DATE>20001113
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<CONFORMED-NAME>BOLDER TECHNOLOGIES CORP
<CIK>0001011108
<ASSIGNED-SIC>3690
<IRS-NUMBER>841166231
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-28060
<FILM-NUMBER>761315
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<BUSINESS-ADDRESS>
<STREET1>4403 TABLE MOUNTAIN PARKWAY
<CITY>GOLDEN
<STATE>CO
<ZIP>80403
<PHONE>3032157200
</BUSINESS-ADDRESS>
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<STREET2>ST 103
<CITY>GOLDEN
<STATE>CO
<ZIP>80403
</MAIL-ADDRESS>
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<SEQUENCE>1
<FILENAME>d81680e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2000
<TEXT>

<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2000


                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _______ to _______.

                         Commission File Number 0-28060

                         BOLDER TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)


             Delaware                                       84-1166231
---------------------------------                   -------------------------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                        Identification No.)


                   4403 Table Mountain Drive, Golden, CO 80403
           (Address of principal executive offices including zip code)

                                 (303) 215-7200
              (Registrant's telephone number, including area code)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes    X       No
                              ---        ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.



     Common Stock $.001 par Value                          17,214,194
   ------------------------------              ---------------------------------
             (Class)                           (Outstanding at November 1, 2000)


<PAGE>   2



                         BOLDER TECHNOLOGIES CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                          PAGE NUMBER
                                                                                                          -----------
<S>                                                                                                       <C>

COVER PAGE                                                                                                     1

TABLE OF CONTENTS                                                                                              2

PART I.        FINANCIAL INFORMATION

               ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)

               Condensed Balance Sheets as of September 30, 2000 and December 31, 1999                         3

               Condensed Statements of Operations for the three- and nine-month periods
               ended September 30, 2000 and 1999                                                               4

               Condensed Statements of Cash Flows for the nine-month periods ended
               September 30, 2000 and 1999                                                                     5

               Notes to Condensed Financial Statements                                                         6

               ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS                                                                       8

               ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            11

PART II.       OTHER INFORMATION

               ITEM 1.   LEGAL PROCEEDINGS                                                                    12

               ITEM 2.   CHANGES IN SECURITIES                                                                12

               ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                                      12

               ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  12

               ITEM 5.   OTHER INFORMATION                                                                    13

               ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                                     13

SIGNATURES                                                                                                    14
</TABLE>



                                       2
<PAGE>   3



                         BOLDER TECHNOLOGIES CORPORATION

                            CONDENSED BALANCE SHEETS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    SEPTEMBER 30,      DECEMBER 31,
                                                                                        2000               1999
                                                                                    -------------      ------------
<S>                                                                                  <C>               <C>
ASSETS
Current assets:
      Cash and cash equivalents                                                      $    967,978      $ 17,651,373
      Available-for-sale securities                                                     6,887,521         4,978,850
      Trade accounts receivable, net                                                    1,441,313         1,833,261
      Inventories:
        Raw materials                                                                   2,476,384           946,180
        Work-in-process                                                                   653,301           435,747
        Finished goods                                                                  4,004,170           274,612
                                                                                     ------------      ------------
                                                                                        7,133,855         1,656,539
      Other current assets                                                                181,651           251,710
                                                                                     ------------      ------------
TOTAL CURRENT ASSETS                                                                   16,612,318        26,371,733
Property and equipment, at cost, net                                                   22,011,526        21,162,603
Other assets, net                                                                         609,111           579,541
                                                                                     ------------      ------------
TOTAL ASSETS                                                                         $ 39,232,955      $ 48,113,877
                                                                                     ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
      Accounts payable and accrued liabilities                                       $  2,673,859      $  4,405,328
      Deferred revenue                                                                     52,500            35,000
      Notes and capital leases, current portion                                         2,417,721         2,122,108
                                                                                     ------------      ------------


TOTAL CURRENT LIABILITIES                                                               5,144,080         6,562,436

Notes and capital leases, net of current portion                                        4,912,970         6,736,723

Commitments and contingencies

Stockholders' equity:
      Convertible, redeemable preferred stock, $0.001 par value, 5,000,000
         shares authorized; 325,000 issued and outstanding at September 30, 2000
         and December 31, 1999, with a liquidation and redemption value of
         $16,250,000                                                                   16,180,871        15,653,939
      Common Stock, $.001 par value, 25,000,000 shares authorized; 17,246,468
         and 14,577,826 shares issued at September 30, 2000 and December 31,
         1999,
         respectively                                                                      17,247            14,578
      Treasury stock, $.001 par common stock, 33,333
         shares at September 30, 2000 and December 31, 1999                               (50,000)          (50,000)
      Deferred compensation                                                              (778,090)       (1,069,887)
      Additional paid-in capital                                                       82,074,210        72,989,247
      Accumulated deficit                                                             (68,268,333)      (52,723,159)
                                                                                     ------------      ------------
TOTAL STOCKHOLDERS' EQUITY                                                             29,175,905        34,814,718
                                                                                     ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 39,232,955      $ 48,113,877
                                                                                     ============      ============
</TABLE>


                             See accompanying notes


                                       3
<PAGE>   4



                         BOLDER TECHNOLOGIES CORPORATION

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                SEPTEMBER 30,                    SEPTEMBER 30,
                                                         ----------------------------    ----------------------------
                                                             2000           1999             2000             1999
                                                         ------------    ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>             <C>
REVENUES
       Product sales, net                                $  1,391,776    $     20,803    $  2,252,884    $     91,485
       Research and development services and royalties         43,750          35,001         122,500         134,326
                                                         ------------    ------------    ------------    ------------
                                                            1,435,526          55,804       2,375,384         225,811

COST OF REVENUES                                            3,847,076       1,413,901       8,244,135       1,609,040
                                                         ------------    ------------    ------------    ------------

                                                           (2,411,550)     (1,358,097)     (5,868,751)     (1,383,229)
                                                         ------------    ------------    ------------    ------------

OPERATING EXPENSES
       Research and development                               555,590       1,190,486       2,013,520       5,509,059
       General and administrative                           1,077,699         914,904       4,017,976       2,610,562
       Selling and marketing                                1,086,799         652,193       3,215,644       1,585,470
                                                         ------------    ------------    ------------    ------------
                                                            2,720,088       2,757,583       9,247,140       9,705,091
                                                         ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                       (5,131,638)     (4,115,680)    (15,115,891)    (11,088,320)

OTHER INCOME (EXPENSE)
       Interest income                                        181,130         142,399         599,479         351,827
       Interest expense                                      (250,667)       (334,191)       (815,916)     (1,013,945)
       Gain (loss) on disposition of fixed assets            (212,846)             --        (212,846)             --
                                                         ------------    ------------    ------------    ------------

NET LOSS                                                   (5,414,021)     (4,307,472)    (15,545,174)    (11,750,438)
                                                         ------------    ------------    ------------    ------------

       Dividend on preferred stock                           (365,625)       (378,225)     (1,096,875)     (1,134,675)
       Accretion of preferred stock offering costs            (53,769)        (53,769)       (161,307)       (161,307)
                                                         ------------    ------------    ------------    ------------

NET LOSS ALLOCABLE TO COMMON STOCKHOLDERS                $ (5,833,415)   $ (4,739,466)   $(16,803,356)   $(13,046,420)
                                                         ============    ============    ============    ============

       Basic and diluted net loss per share              $      (0.34)   $      (0.40)   $      (1.09)   $      (1.23)
                                                         ============    ============    ============    ============


       Shares used in computing basic and diluted
          net loss per share                               17,209,496      11,790,507      15,478,579      10,614,280
                                                         ============    ============    ============    ============
</TABLE>






                             See accompanying notes.


                                       4
<PAGE>   5



                         BOLDER TECHNOLOGIES CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                      NINE MONTHS ENDED
                                                                          SEPTEMBER 30,
                                                                  ----------------------------
                                                                      2000           1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
OPERATING ACTIVITIES
Net loss                                                          $(15,545,174)   $(11,750,438)
Adjustments to reconcile net loss to net cash used in operating
  activities:
       Depreciation and amortization                                 1,419,998       1,022,536
       Loss on disposition of fixed assets                             212,846              --
       Recognition of deferred compensation                            291,797              --
       Changes in deferred revenue                                      17,500              --
       Changes in operating assets and liabilities                  (6,742,022)        354,531
                                                                  ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                              (20,345,055)    (10,373,371)
                                                                  ------------    ------------


INVESTING ACTIVITIES
       Purchase of short term investments                           (5,873,146)     (2,922,116)
       Sale of short term investments                                3,964,475       9,073,850
       Purchases of property and equipment                          (2,418,273)     (2,635,937)
       Patent costs                                                    (97,820)       (196,513)
                                                                  ------------    ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                 (4,424,764)      3,319,284
                                                                  ------------    ------------

FINANCING ACTIVITIES
       Proceeds from issuance of common stock                       10,240,678      13,221,444
       Payments on issuance of dividends                                    --             (26)
       Stock issuance costs                                           (626,114)       (349,487)
       Payments on notes payable and capital leases payable         (1,528,140)     (1,163,791)
                                                                  ------------    ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                            8,086,424      11,708,140
                                                                  ------------    ------------



NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS               (16,683,395)      4,654,053
Cash and cash equivalents, beginning of period                      17,651,373         962,453
                                                                  ------------    ------------


CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    967,978    $  5,616,506
                                                                  ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       Cash paid for interest                                     $    836,836    $  1,017,362
                                                                  ============    ============

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
       AND FINANCING ACTIVITIES

       Accretion of preferred stock offering costs                $    161,307    $    161,307
                                                                  ============    ============
       Preferred stock dividend accrual                           $  1,096,875    $  1,134,675
                                                                  ============    ============
       Preferred stock dividends paid in common stock             $    731,250    $    756,450
                                                                  ============    ============
</TABLE>



                             See accompanying notes.



                                       5
<PAGE>   6



                         BOLDER TECHNOLOGIES CORPORATION


                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The interim financial information of BOLDER Technologies Corporation (the
"Company" or "BOLDER") as of and for the three and nine-month periods ended
September 30, 2000 and 1999 is unaudited, but includes all adjustments
(consisting only of normal recurring entries) which the Company's management
believes to be necessary for the fair presentation of financial position,
results of operations and cash flows for the periods presented. The accompanying
interim financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1999 included in
the Company's Annual Report on Form 10-K. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission rules and regulations.
Interim results of operations for the three and nine-month periods ended
September 30, 2000 and 1999 are not necessarily indicative of operating results
to be expected for the full year.

At September 30, 2000, securities that have been excluded from basic and diluted
net loss per share because they would be antidilutive include 2,527,202
outstanding options to purchase the Company's common stock, 390,102 outstanding
warrants to purchase the Company's common stock and 325,000 shares of
convertible, redeemable preferred stock, which are convertible into 1,083,333
shares of common stock.

In December 1999, the Securities and Exchange Commission staff released Staff
Accounting Bulletin No. 101, "Revenue Recognition" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in financial statements. The accounting impact of SAB 101 is required to be
determined no later than the Company's fourth fiscal quarter of 2000. If the
Company determines that its revenue recognition policies must change to be in
compliance with SAB 101, the implementation of SAB 101 will require the Company
to report the impact of this change as a cumulative effect of a change in
accounting principle as if SAB 101 had been implemented on January 1, 2000. In
addition, in accordance with APB 20 such implementation could result in
previously reported interim results being restated to reflect the
implementation. The Company is currently reviewing SAB 101 to determine what
impact, if any, the adoption of SAB 101 will have on its financial position and
results of operations. Implementation guidelines for this standard could lead to
unanticipated changes in the Company's current revenue recognition policies.
Such changes could affect the timing of the Company's future revenue and results
of operations.

In March 2000, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN No. 44"). FIN No. 44 clarifies the application of APB No. 25
for certain issues related to equity based instruments issued to employees. FIN
No. 44 is effective on July 1, 2000, except for certain transactions, and will
be applied on a prospective basis. Management believes that FIN No. 44 will not
have a significant impact on its financial statements.

In May 2000, the Emerging Issues Task Force ("EITF") issued EITF Issue No. 00-10
"Accounting for Shipping and Handling Fees and Costs" ("EITF No. 00-10"). EITF
No. 00-10 provides guidance on the classification of amounts billed to a
customer in a sale transaction related to shipping and handling. The consensus
is required to be applied no later than the Company's fourth fiscal quarter of
2000. Upon application, comparative financial statements for prior



                                       6
<PAGE>   7

periods will be reclassified to comply with the classification guidelines of
EITF No. 00-10. Management believes that EITF No. 00-10 will not have a
significant impact on its financial statements.

In May 2000, the EITF issued EITF Issue No. 00-14 "Accounting for Certain Sales
Incentives" ("EITF No. 00-14"). EITF No. 00-14 provides guidance on the
recognition, measurement, and income statement classification for sales
incentives offered to customers that can be used in, or that are exercisable by
a customer as a result of, a single exchange transaction. The consensus is
required to be applied no later than the Company's fourth fiscal quarter of
2000. Upon application, comparative financial statements for prior periods will
be reclassified to comply with the classification guidelines of EITF No. 00-14.
Management believes that EITF No. 00-14 will not have a significant impact on
its financial statements.



                                       7
<PAGE>   8



                         BOLDER TECHNOLOGIES CORPORATION


ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


Except for the historical information contained herein, this report may contain
forward-looking statements that involve risks and uncertainties, including
manufacturing risks associated with implementing new process technology,
achieving and maintaining commercial-scale manufacturing levels, achieving
consistent yields and quality, uncertainty of market acceptance and the timing
of market acceptance, as well as other risks detailed from time to time in our
filings with the Securities and Exchange Commission, including our registration
statement on Form S-3 filed on July 28, 2000 and the Form 10-K filed March 29,
2000. These risks (i) have materially and adversely affected, and may in the
future materially and adversely affect, our results and (ii) have caused and may
in the future cause such results to differ materially from those expressed in
any forward-looking statements made by us.

OVERVIEW

Since our inception in March 1991 until the launch of our first commercial
product in the second half of 1999, we were a development stage company,
principally engaged in the research and development of our Thin Metal Film
("TMF(R)") battery technology, to which we have devoted significant resources.
In May 1997, we moved to a new 127,000 square foot leased manufacturing facility
and corporate headquarters in Golden, Colorado. We believe this facility will
accommodate multiple production lines and all of our other operations. In the
third quarter of 1997, we installed our first high-volume manufacturing line,
designed to annually produce approximately four million 1 Ah cells. For
approximately the next year, we focused most of our resources on qualifying the
line for commercial production. In the fourth quarter of 1998, we qualified our
production line and introduced our 1 Ah cell, which can be a modular building
block for various battery packs.

Upon qualifying the production line and introducing our 1 Ah cell, our focus
shifted to the design, manufacture, and introduction of products based on our
TMF technology. On August 5, 1999, we introduced SECURESTART(TM), an instant
engine starter which employs our TMF technology and, specifically, the 1 Ah
cell. In August 1999, we entered into an agreement with Sears, Roebuck to supply
SECURESTART(TM) to approximately 2,000 Sears' stores. We began commercial
shipments of SECURESTART(TM) in October 1999, and SECURESTART(TM) is currently
available in the majority of Wal-Mart stores, Target stores, Sears Mall, Sears
Dealer and Sears Hardware stores, Pro Hardware, G. I. Joe's Auto and Sporting
Goods, Tool Warehouse stores in Michigan and Home Hardware, the largest hardware
chain in Canada. In April, we introduced SECURESTART(TM) Marine, which targets
the consumer boat market and offers special corrosion-proof features.
SECURESTART(TM) Marine is currently available at West Marine and Bass Pro Shops
retail outlets. It is also distributed by several wholesale marine distributors
who service thousands of independent marine dealers and marinas. In the second
quarter we also introduced our SECURESTART(TM) Pro 900XLT Jump Starter to the
automotive tool and parts sector bringing on national and regional distributors
including ISN, Medco, Topline Tools and Casco Distributing. In September 2000
the company began shipping its SECURESTART(TM) jump starter under the Sears'
Craftsman label. Our SECURESTART(TM) products are also available through a
variety of catalogs, including Sears Craftsman, Overton's, and West Marine. We
believe that the majority of our near-term revenues will be generated from sale
of SECURESTART(TM) products.

Because of the seasonality factors influencing consumer demand for
SECURESTART(TM) Portable Jump Starter for autos, we expect considerably higher
sales of this product in the second half of 2000 than in the first half. Also,




                                       8
<PAGE>   9

we expect second half 2000 revenues to be considerably above second half 1999
revenues of $1.8 million, as more distribution outlets come on line.

Inventories increased to $7.1 million at September 30, 2000 from $6.8 million at
June 30, 2000. This increase in inventory resulted from continued manufacturing
of SECURESTART(TM) units to meet anticipated demand in the fourth quarter of
2000. If sales volumes and/or average selling prices during the fourth quarter
of 2000 are below our forecasts and are too low to allow us to substantially
recover our investment in inventories, we may be required to revalue certain
inventories and incur associated charges, which could be material, in the
statement of operations.

We believe that the task of improving the yield of our first production line,
the efficiency of the overall manufacturing process and the performance of our
TMF products will be an ongoing activity. Additional modifications will be
required from time to time to improve the capability of our production line.
Similarly, changes in the design of our products will be required from time to
time in order to improve product performance.

In June 1995, we established a joint venture (the "Joint Venture") with Johnson
Controls, Inc. ("JCI") to develop high-volume manufacturing technology for TMF
batteries, manufacture TMF batteries for sale by both JCI and ourselves, and
pursue hybrid electric vehicle battery development opportunities for TMF
batteries. In 1997, having substantially completed the primary objective of
developing the high-volume manufacturing technology, the Joint Venture was
terminated and we entered into a new relationship with JCI. Under the new
relationship, JCI and we are separately developing TMF battery-manufacturing
facilities. We granted royalty-bearing licenses to JCI, certain of which are
subject to minimum royalties and minimum performance criteria. These licenses
give JCI the sole and exclusive right to sell TMF batteries for use as primary
starting batteries in automobiles and trucks until July 2001. We have also
entered into a cross supply agreement with JCI pursuant to which each of us has
committed to supply the other with minimum quantities of TMF battery products
for several years.

We believe that our results of operations to date may not be indicative of
results in future periods. Future operating results may be affected by a wide
range of factors and may fluctuate significantly from period to period.

RESULTS OF OPERATIONS

As we transitioned in the second half of 1999 from primarily development
activities to manufacturing and sales activities, the classification of certain
functions has changed in our statement of operations. For example, activities
which were previously performed prior to the third quarter 1999 in support of
our research and development ("R&D") efforts (and therefore classified as R&D
expenses) have now evolved to support our manufacturing effort and are thus now
classified as cost of revenues. Additionally, because our production volume of
batteries and other products is not yet sufficient to allow absorption of the
manufacturing overhead, we have incurred a loss on gross margin, which can be
expected to continue until production volumes are at significantly higher
levels.

Revenues from product sales increased to $1,391,776 and $2,252,884 from $20,803
and $91,485 for the three and nine-months ended September 30, 2000 and 1999,
respectively. Product sales increased due to the introduction of
SECURESTART(TM), the instant engine starter product, in the second half of 1999,
the introduction of the marine version of SECURESTART(TM) at the end of the
first quarter 2000, the introduction of the professional version of the
SECURESTART(TM) in the second quarter 2000, and the introduction of the Sears
Craftsman Portable Jump Starter in the third quarter of 2000. We accrued a
return reserve of approximately $390,000 in the third quarter 2000 to cover
potential returns.

R&D services revenues and royalties increased to $43,750 from $35,001 for the
three-month periods ended September 30, 2000 and 1999, respectively, due to an
increase in the royalty received from JCI, which has licensed our TMF technology
for automotive applications. For the nine-month periods ended September 30, 2000





                                       9
<PAGE>   10

and 1999, R&D services revenue and royalties decreased to $122,500 from
$134,326, respectively. The decrease is due to revenues of $29,324 from a
customer-funded product development program which was completed during the first
quarter of 1999.

Cost of revenues increased to $3,847,076 and $8,244,135 from $1,413,901 and
$1,609,040 for the three and nine-month periods ended September 30, 2000 and
1999, respectively. Certain production line functions and associated expenses
that were previously related to R&D activities in the 1999 periods were involved
in supporting the commercial manufacture of the 1 Ah cell in 2000. The 1 Ah
cells produced in 2000 were primarily used for assembly into SECURESTART(TM)
units, which were shipped to customers or are classified at September 30, 2000
as inventory. Also, cost of revenues increased in the 2000 period due to higher
production volumes, which resulted in increases in labor, supplies and equipment
expenses as compared to the previous year. In addition, the 2000 production
levels do not allow full absorption of fixed manufacturing overhead expenses,
and the unabsorbed portion is included in cost of revenues in the current
period. We also made charges to expense in the third quarter of 2000 of
approximately $880,000 for inventory revaluation and rework.

R&D expenses decreased to $555,590 and $2,013,520 from $1,190,486 and $5,509,059
for the three and nine-month periods ended September 30, 2000 and 1999,
respectively. These decreases were due to the change in classification of
certain production line functions and associated expenses from R&D expenses to
cost of revenues, as explained previously, as well as reductions in staffing
levels and related expenses in the 2000 periods, and non-recurring expenses
incurred in the 1999 periods relating to the development of the SECURESTART(TM)
unit.

General and administrative expenses increased to $1,077,699 and $4,017,976 for
the three and nine-month periods ended September 30, 2000, respectively, from
$914,904 and $2,610,562 for the same periods in the prior year. Most of the
increases in the 2000 periods resulted from increases in legal fees,
compensation, severance, recruiting and business insurance expenses compared to
the prior year periods.

Selling and marketing expenses increased to $1,086,799 and $3,215,644 for the
three and nine-month periods ended September 30, 2000, respectively, from
$652,193 and $1,585,470 for the same periods in the prior year. The increases in
2000 were primarily due to increased staffing levels, as well as advertising and
promotional activities associated with the Company's new SECURESTART(TM)
products.

Interest income increased to $181,130 and $599,479 from $142,399 and $351,827
for the three and nine-month periods ended September 30, 2000 and 1999,
respectively. The increases were due to higher average invested cash balances in
the 2000 periods than in the 1999 periods. In addition, interest rates earned
were slightly higher during the 2000 periods than in the prior year periods.

Interest expense decreased to $250,667 and $815,916 from $334,191 and $1,013,945
for the three and nine-month periods ended September 30, 2000 and 1999,
respectively. The decreases in 2000 were due to lower average debt balances in
the 2000 periods than in the prior year periods.


LIQUIDITY AND CAPITAL RESOURCES

From our inception, we have financed our operations and met our capital
requirements primarily through net proceeds from public and private sales of
equity and debt securities and to a lesser extent through cash flow generated by
our operations. Through September 30, 2000, we have raised net proceeds of
approximately $96 million from the sales of our equity. In 1997 and 1998, we
received net proceeds of approximately $12.3 million from a loan agreement with
Transamerica Business Credit Corporation. At September 30, 2000, the remaining
loan balance was approximately $7.3 million. Our business is subject to
substantial risks associated with a rapidly evolving marketplace, including the
need for additional capital, technological change, intense competition, and
dependence on key personnel. As of September 30, 2000, we had cash, cash
equivalents and short-term investments of approximately $7.9 million, and we had
working capital of approximately $11.5 million, a decrease of $8.3 million from
$19.8 million of working capital at December 31, 1999. During the first nine
months of 2000, we recorded a net loss allocable to common stockholders of
approximately $16.8 million, and we have an accumulated deficit of $68.3 million
as of September 30, 2000.


                                       10
<PAGE>   11
During the first nine months of 2000, we pursued a strategy of aggressive growth
in the number of distributors carrying our SecureStart product, as well as the
creation of new products based upon this product design. We believe that this
strategy is resulting in new customers, expanded distribution and will lead to
increased revenue in the future. To pursue this strategy, we expended
substantial funds in marketing, inventory buildup, and overall organizational
infrastructure enhancement in anticipation of growth in our revenue and customer
base. In order to deliver the products that we expect to sell in the future, we
were required to make these expenditures in advance of the resultant revenue.

During the nine months ended September 30, 2000, we used $20.3 million of cash
in operations (compared to $10.4 million used in operations in the prior year
period), $4.4 million in investing activities (compared to $3.3 million provided
by investing activities in the prior year period) and $8.1 million was provided
by financing activities (compared to $11.7 million provided by financing
activities in the prior year period).

We believe that our current balances of cash and cash equivalents provide
adequate capital resources to fund our operations and working capital needs
through at least the end of 2000. In June 2000, we raised net proceeds of
approximately $9.4 million with the State of Wisconsin Investment Board, and we
intend to raise an additional $10 to $15 million by the end of 2000 in order to
continue the execution of the Company's aggressive product rollout strategy.

Our management regularly evaluates financing alternatives for funding the
Company's growth plans. The Company has taken actions to manage its existing
cash and to provide for future cash needs. As we have previously disclosed in
prior filings, we will continue to require substantial additional funds beyond
2000 for anticipated manufacturing capacity expansion, product development,
working capital and other general corporate purposes and to fund operations
until we achieve profitability. Our inability to obtain required capital when
needed would have a material adverse effect on our business, results of
operations and financial condition, and we could be required to reduce our level
of operations, delay product development or other actions to diminish the amount
of cash used in our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because the Company has only fixed rate debt and no derivatives.




                                       11
<PAGE>   12



                         BOLDER TECHNOLOGIES CORPORATION




PART II. OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS.

From time to time we are subject to legal proceedings arising out of our
operations. In September 1999, Century Mfg. Co. ("Century"), an affiliate of
Pentair, Inc., filed a complaint against us in the United States District Court
for the District of Minnesota. Century, which manufactures a line of portable
power and jump-starting products, alleges among other things that we have
misappropriated Century's trade secrets and breached a confidentiality agreement
in producing and manufacturing SECURESTART(TM).

Century later filed a separate lawsuit alleging that the SECURESTART(TM) product
infringes upon a patent issued to Century in December 1999. That suit was
consolidated with the first action, and now all of Century's claims are pending
in the first action. We have answered Century's complaint and asserted
counterclaims for Century's misappropriation of our own trade secrets and
confidential information. We believe that Century's claims are without merit,
intend to defend against them vigorously, and intend to press vigorously our
counterclaims.

      ITEM 2.     CHANGES IN SECURITIES.

                  None.

      ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

                  None.

      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  None.



                                       12
<PAGE>   13


      ITEM 5.     OTHER INFORMATION.

                  Notice of Deadlines for Stockholder Proposals for 2001 Proxy
                  Statement.

                  The deadlines for submitting a stockholder proposal for
                  inclusion in the Company's proxy statement and form of proxy
                  for the Company's 2001 Annual Meeting of Stockholders pursuant
                  to Rule 14a-8, "Shareholder Proposals," of the Securities and
                  Exchange Commission's Regulation 14A is January 1, 2001.

                  The date after which notice of a stockholder proposal or a
                  stockholder nomination for a director submitted outside the
                  procedures of Rule 14a-8 is considered untimely is April 2,
                  2001.

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

                  (a)      EXHIBIT DESCRIPTIONS OF DOCUMENTS


                               Exhibit 3(ii).1  Amended and Restated Bylaws of
                                                the Company
                               Exhibit 4.1      Amendment to Rights Agreement
                               Exhibit 4.2      Amendment No. 2 to Rights
                                                Agreement
                               Exhibit 4.3      Amendment No. 3 to Rights
                                                Agreement
                               Exhibit 10.1     1996 Equity Incentive Plan of
                                                Company, as amended through
                                                September 30, 2000
                               Exhibit 10.2     1996 Employee Stock Purchase
                                                Plan of Company, as amended
                                                through September 30, 2000
                               Exhibit 27.1     Financial Data Schedule.


                  (b)      There were no reports on Form 8-K for the three
                           months ended September 30, 2000.



                                       13
<PAGE>   14



                         BOLDER TECHNOLOGIES CORPORATION



                                   SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.




                                                 BOLDER Technologies Corporation




Date: November 13, 2000                          By: /s/ Roger F. Warren
     -------------------                             ---------------------------
                                                     Roger F. Warren
                                                     Chief Executive Officer,
                                                     President and Chairman of
                                                     the Board


                                                 By: /s/ Paul C. Kelly
                                                     --------------------------
                                                     Paul C. Kelly
                                                     Vice President and Chief
                                                     Financial Officer
                                                     (Principal Financial and
                                                      Accounting Officer)



                                       14
<PAGE>   15


                               INDEX TO EXHIBITS


<TABLE>
              EXHIBIT
              NUMBER          DESCRIPTION
              -------         -----------
<S>                           <C>
            Exhibit 3(ii).1   Amended and Restated Bylaws of the Company
            Exhibit 4.1       Amendment to Rights Agreement
            Exhibit 4.2       Amendment No. 2 to Rights Agreement
            Exhibit 4.3       Amendment No. 3 to Rights Agreement
            Exhibit 10.1      1996 Equity Incentive Plan of Company, as amended
                              through September 30, 2000
            Exhibit 10.2      1996 Employee Stock Purchase Plan of Company, as
                              amended through September 30, 2000
            Exhibit 27.1      Financial Data Schedule.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II).1
<SEQUENCE>2
<FILENAME>d81680ex3-ii_1.txt
<DESCRIPTION>AMENDED & RESTATED BYLAWS
<TEXT>

<PAGE>   1

                                                                 EXHIBIT 3(ii)-1


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         BOLDER TECHNOLOGIES CORPORATION

                            (A DELAWARE CORPORATION)




<PAGE>   2



                                TABLE OF CONTENTS

                                                                           PAGE

<TABLE>
<S>                                                                         <C>
ARTICLE I - OFFICES...........................................................1

      Section 1.   Registered Office..........................................1
      Section 2.   Other Offices..............................................1

ARTICLE II - CORPORATE SEAL...................................................1

      Section 3.   Corporate Seal.............................................1

ARTICLE III - STOCKHOLDERS' MEETINGS..........................................1

      Section 4.   Place Of Meetings..........................................1
      Section 5.   Annual Meeting.............................................1
      Section 6.   Special Meetings...........................................3
      Section 7.   Notice Of Meetings.........................................4
      Section 8.   Quorum.....................................................4
      Section 9.   Adjournment And Notice Of Adjourned Meetings...............5
      Section 10.  Voting Rights..............................................5
      Section 11.  Joint Owners Of Stock......................................5
      Section 12.  List Of Stockholders.......................................5
      Section 13.  Action Without Meeting.....................................6
      Section 14.  Organization...............................................6

ARTICLE IV - DIRECTORS........................................................7

      Section 15.  Number And Term Of Office..................................7
      Section 16.  Powers.....................................................7
      Section 17.  Classes Of Directors.......................................7
      Section 18.  Vacancies..................................................8
      Section 19.  Resignation................................................8
      Section 20.  Removal....................................................8
      Section 21.  Meetings...................................................8

             (a)   Annual Meetings............................................8
             (b)   Regular Meetings...........................................8
             (c)   Special Meetings...........................................9
             (d)   Telephone Meetings.........................................9
             (e)   Notice Of Meetings.........................................9
             (f)   Waiver Of Notice...........................................9

      Section 22.  Quorum And Voting..........................................9
      Section 23.  Action Without Meeting....................................10
      Section 24.  Fees And Compensation.....................................10
      Section 25.  Committees................................................10

             (a)   Executive Committee.......................................10
             (b)   Other Committees..........................................10
</TABLE>


                                        i
<PAGE>   3


<TABLE>
<S>                                                                         <C>
             (c)   Term......................................................11
             (d)   Meetings..................................................11

      Section 26.  Organization..............................................11

ARTICLE V - OFFICERS.........................................................12

      Section 27.  Officers Designated.......................................12
      Section 28.  Tenure And Duties Of Officers.............................12

             (a)   General...................................................12
             (b)   Duties Of Chairman Of The Board Of Directors..............12
             (c)   Duties Of President.......................................12
             (d)   Duties Of Vice Presidents.................................12
             (e)   Duties Of Secretary.......................................13
             (f)   Duties Of Chief Financial Officer.........................13

      Section 29.  Delegation Of Authority...................................13
      Section 30.  Resignations..............................................13
      Section 31.  Removal...................................................13

ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
OWNED BY THE CORPORATION.....................................................14

      Section 32.  Execution Of Corporate Instruments........................14
      Section 33.  Voting Of Securities Owned By The Corporation.............14

ARTICLE VII - SHARES OF STOCK................................................14

      Section 34.  Form And Execution Of Certificates........................14
      Section 35.  Lost Certificates.........................................15
      Section 36.  Transfers.................................................15
      Section 37.  Fixing Record Dates.......................................15
      Section 38.  Registered Stockholders...................................16

ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION...........................17

      Section 39.  Execution Of Other Securities.............................17

ARTICLE IX - DIVIDENDS.......................................................17

      Section 40.  Declaration Of Dividends..................................17
      Section 41.  Dividend Reserve..........................................17

ARTICLE X - FISCAL YEAR......................................................18

      Section 42.  Fiscal Year...............................................18

ARTICLE XI - INDEMNIFICATION.................................................18

      Section 43.  Indemnification Of Directors, Executive Officers, Other
      Officers, Employees And Other Agents...................................18

             (a)   Directors and Executive Officers..........................18
             (b)   Other Officers, Employees and Other Agents................18
</TABLE>


                                       ii
<PAGE>   4


<TABLE>
<S>                                                                         <C>
             (c)   Expenses..................................................18
             (d)   Enforcement...............................................19
             (e)   Non Exclusivity Of Rights.................................19
             (f)   Survival Of Rights........................................19
             (g)   Insurance.................................................19
             (h)   Amendments................................................20
             (i)   Saving Clause.............................................20
             (j)   Certain Definitions.......................................20

ARTICLE XII - NOTICES........................................................21

      Section 44.  Notices...................................................21

             (a)   Notice To Stockholders....................................21
             (b)   Notice To Directors.......................................21
             (c)   Affidavit Of Mailing......................................21
             (d)   Time Notices Deemed Given.................................21
             (e)   Methods Of Notice.........................................21
             (f)   Failure To Receive Notice.................................21
             (g)   Notice To Person With Whom Communication Is Unlawful......22
             (h)   Notice To Person With Undeliverable Address...............22

ARTICLE XIII - AMENDMENTS....................................................22

      Section 45.  Amendments................................................22

ARTICLE XIV - LOANS TO OFFICERS..............................................23

      Section 46.  Loans To Officers.........................................23

ARTICLE XV - STOCK OPTION PRICING RESTRICTIONS...............................23

      Section 47.  Stock Option Pricing......................................23
</TABLE>


                                       iii
<PAGE>   5


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         BOLDER TECHNOLOGIES CORPORATION

                            (A DELAWARE CORPORATION)


                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of the corporation
in the State of Delaware shall be at 1209 Orange Street, in the City of
Wilmington, County of New Castle.

         SECTION 2. OTHER OFFICES. The corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.

                                   ARTICLE II

                                 CORPORATE SEAL

         SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE III

                             STOCKHOLDERS' MEETINGS

         SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.

         SECTION 5. ANNUAL MEETING.

                  (a) The annual meeting of the stockholders of the corporation,
for the purpose of election of directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors.


                                       1.
<PAGE>   6


                  (b) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be: (A)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (C) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not later than the close
of business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

                  (c) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this paragraph (c). Such nominations, other than those
made by or at the direction of the


                                       2.
<PAGE>   7


Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation in accordance with the provisions of paragraph (b)
of this Section 5. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors, any person nominated by a stockholder
for election as a director shall furnish to the Secretary of the corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

                  (d) For purposes of this Section 5, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

         SECTION 6. SPECIAL MEETINGS.

                  (a) Special meetings of the stockholders of the corporation
may be called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), or (iv) by the holders of shares entitled to cast not
less than ten percent (10%) of the votes at the meeting, and shall be held at
such place, on such date, and at such time as the Board of Directors, shall fix.

                  (b) If a special meeting is called by any person or persons
other than the Board of Directors, the request shall be in writing, specifying
the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board of Directors, the Chief
Executive Officer, or the Secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine


                                       3.
<PAGE>   8


the time and place of such special meeting, which shall be held not less than
thirty-five (35) nor more than one hundred twenty (120) days after the date of
the receipt of the request. Upon determination of the time and place of the
meeting, the officer receiving the request shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of Section 7 of
these Bylaws. If the notice is not given within sixty (60) days after the
receipt of the request, the person or persons requesting the meeting may set the
time and place of the meeting and give the notice. Nothing contained in this
paragraph (b) shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be
held.

         SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.

         SECTION 8. QUORUM. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by
these Bylaws, the presence, in person or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In the absence of a quorum,
any meeting of stockholders may be adjourned, from time to time, either by the
chairman of the meeting or by vote of the holders of a majority of the shares
represented thereat, but no other business shall be transacted at such meeting.
The stockholders present at a duly called or convened meeting, at which a quorum
is present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
action taken by the holders of a majority of the vote cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. Where a
separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the Certificate of Incorporation or
these Bylaws, a majority of the outstanding shares of such class or classes or
series, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter and, except
where otherwise provided by the statute or by the Certificate of Incorporation
or these Bylaws, the affirmative vote of the majority (plurality, in the case of
the election of directors) of the votes cast, including abstentions, by the
holders of shares of such class or classes or series shall be the act of such
class or classes or series.


                                       4.
<PAGE>   9


         SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         SECTION 10. VOTING RIGHTS. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy granted in accordance with Delaware law.
An agent so appointed need not be a stockholder. No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.

         SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b).
If the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even-split for the purpose of subsection (c)
shall be a majority or even-split in interest.

         SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.


                                       5.
<PAGE>   10


         SECTION 13. ACTION WITHOUT MEETING.

                  (a) Unless otherwise provided in the Certificate of
Incorporation, any action required by statute to be taken at any annual or
special meeting of the stockholders, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

                  (b) Every written consent shall bear the date of signature of
each stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
(60) days of the earliest dated consent delivered to the corporation in the
manner herein required, written consents signed by a sufficient number of
stockholders to take action are delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

                  (c) Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the General Corporation Law of the State of Delaware if such action had been
voted on by stockholders at a meeting thereof, then the certificate filed under
such section shall state, in lieu of any statement required by such section
concerning any vote of stockholders, that written notice and written consent
have been given as provided in Section 228 of the General Corporation Law of
Delaware.

                  (d) Notwithstanding the foregoing, no such action by written
consent may be taken following the closing of the initial public offering
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock
of the corporation (the "Initial Public Offering").

         SECTION 14. ORGANIZATION.

                  (a) At every meeting of stockholders, the Chairman of the
Board of Directors, or, if a Chairman has not been appointed or is absent, the
President, or, if the President is absent, a chairman of the meeting chosen by a
majority in interest of the stockholders entitled to vote, present in person or
by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

                  (b) The Board of Directors of the corporation shall be
entitled to make such rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations


                                       6.
<PAGE>   11


and procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.

                                   ARTICLE IV

                                    DIRECTORS

         SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of
directors of the corporation shall be fixed in accordance with the Certificate
of Incorporation. Directors need not be stockholders unless so required by the
Certificate of Incorporation. If for any cause, the directors shall not have
been elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these Bylaws.

         SECTION 16. POWERS. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation.

         SECTION 17. CLASSES OF DIRECTORS.

Subject to the rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, following the closing of the
Initial Public Offering, the directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors. At the first annual meeting of stockholders following
the closing of the Initial Public Offering, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following the Closing
of the Initial Public Offering, the term of office of the Class II directors
shall expire and Class II directors shall be elected for a full term of three
years. At the third annual meeting of stockholders following the Closing of the
Initial Public Offering, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected
for a full term of three years to succeed the directors of the class whose terms
expire at such annual meeting.


                                       7.
<PAGE>   12


Notwithstanding the foregoing provisions of this Article, each director shall
serve until his successor is duly elected and qualified or until his death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         SECTION 18. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled only
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified. A vacancy
in the Board of Directors shall be deemed to exist under this Bylaw in the case
of the death, removal or resignation of any director.

         SECTION 19. RESIGNATION. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each Director so chosen shall hold office for the unexpired
portion of the term of the Director whose place shall be vacated and until his
successor shall have been duly elected and qualified.

         SECTION 20. REMOVAL.

Subject to the rights of the holders of any series of Preferred Stock, no
director shall be removed without cause. Subject to any limitations imposed by
law, the Board of Directors or any individual director may be removed from
office at any time with cause by the affirmative vote of the holders of a
majority of the voting power of all the then-outstanding shares of voting stock
of the corporation, entitled to vote at an election of directors (the "Voting
Stock").

         SECTION 21. MEETINGS.

                  (a) ANNUAL MEETINGS. The annual meeting of the Board of
Directors shall be held immediately before or after the annual meeting of
stockholders and at the place where such meeting is held. No notice of an annual
meeting of the Board of Directors shall be necessary and such meeting shall be
held for the purpose of electing officers and transacting such other business as
may lawfully come before it.

                  (b) REGULAR MEETINGS. Except as hereinafter otherwise
provided, regular meetings of the Board of Directors shall be held in the office
of the corporation required to be


                                       8.
<PAGE>   13


maintained pursuant to Section 2 hereof. Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of Directors may
also be held at any place within or without the State of Delaware which has been
designated by resolution of the Board of Directors or the written consent of all
directors.

                  (c) SPECIAL MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the Chairman of the Board, the President or a majority of the
directors then in office.

                  (d) TELEPHONE MEETINGS. Any member of the Board of Directors,
or of any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

                  (e) NOTICE OF MEETINGS. Notice of the time and place of all
special meetings of the Board of Directors shall be given orally or in writing
at least twenty-four (24) hours before the date and time of the meeting. Notice
of any meeting may be waived in writing at any time before or after the meeting
and will be waived by any director by attendance thereat, except when the
director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

                  (f) WAIVER OF NOTICE. The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the directors not present shall sign a written
waiver of notice. All such waivers shall be filed with the corporate records or
made a part of the minutes of the meeting.

         SECTION 22. QUORUM AND VOTING.

                  (a) Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 43 hereof, for which a quorum shall be one-third of the exact number of
directors fixed from time to time in accordance with the Certificate of
Incorporation, a quorum of the Board of Directors shall consist of a majority of
the exact number of directors fixed from time to time by the Board of Directors
in accordance with the Certificate of Incorporation; provided, however, at any
meeting whether a quorum be present or otherwise, a majority of the directors
present may adjourn from time to time until the time fixed for the next regular
meeting of the Board of Directors, without notice other than by announcement at
the meeting.

                  (b) At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined by the
affirmative vote of a majority of the


                                       9.
<PAGE>   14


directors present, unless a different vote be required by law, the Certificate
of Incorporation or these Bylaws.

         SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.

         SECTION 25. COMMITTEES.

                  (a) EXECUTIVE COMMITTEE. The Board of Directors may by
resolution passed by a majority of the whole Board of Directors appoint an
Executive Committee to consist of one (1) or more members of the Board of
Directors. The Executive Committee, to the extent permitted by law and provided
in the resolution of the Board of Directors shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, including without limitation the power or
authority to declare a dividend or to authorize the issuance of stock; but such
committee shall not have the power or authority to amend the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amend the bylaws of the corporation.

                  (b) OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, from time to
time appoint such other committees as may be permitted by law. Such other
committees appointed by the Board of Directors shall consist of one (1) or more
members of the Board of Directors and shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the powers denied to the
Executive Committee in these Bylaws.


                                      10.
<PAGE>   15


                  (c) TERM. Each member of a committee of the Board of Directors
shall serve a term on the committee coexistent with such member's term on the
Board of Directors. The Board of Directors, subject to the provisions of
subsections (a) or (b) of this Bylaw may at any time increase or decrease the
number of members of a committee or terminate the existence of a committee. The
membership of a committee member shall terminate on the date of his death or
voluntary resignation from the committee or from the Board of Directors. The
Board of Directors may at any time for any reason remove any individual
committee member and the Board of Directors may fill any committee vacancy
created by death, resignation, removal or increase in the number of members of
the committee. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee, and, in addition, in the absence or
disqualification of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

                  (d) MEETINGS. Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.

         SECTION 26. ORGANIZATION. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.


                                      11.
<PAGE>   16


                                    ARTICLE V

                                    OFFICERS

         SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the
Controller, all of whom shall be elected at the annual organizational meeting of
the Board of Directors. The Board of Directors may also appoint one or more
Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such
other officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. Any one person may hold any
number of offices of the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by the Board of
Directors.

         SECTION 28. TENURE AND DUTIES OF OFFICERS.

                  (a) GENERAL. All officers shall hold office at the pleasure of
the Board of Directors and until their successors shall have been duly elected
and qualified, unless sooner removed. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors. (Del. Code Ann., tit. 8, Section 141(b), (e))

                  (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman
of the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 28.

                  (c) DUTIES OF PRESIDENT. The President shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
The President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.

                  (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume
and perform the duties of the President in the absence or disability of the
President or whenever the office of President is vacant. The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.


                                      12.
<PAGE>   17


                  (e) DUTIES OF SECRETARY. The Secretary shall attend all
meetings of the stockholders and of the Board of Directors and shall record all
acts and proceedings thereof in the minute book of the corporation. The
Secretary shall give notice in conformity with these Bylaws of all meetings of
the stockholders and of all meetings of the Board of Directors and any committee
thereof requiring notice. The Secretary shall perform all other duties given him
in these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.

                  (f) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial
affairs of the corporation in such form and as often as required by the Board of
Directors or the President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer, and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.

         SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.

         SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

         SECTION 31. REMOVAL. Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.


                                      13.
<PAGE>   18


                                   ARTICLE VI

                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

         SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.

                  Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, promissory notes, deeds of trust,
mortgages and other evidences of indebtedness of the corporation, and other
corporate instruments or documents requiring the corporate seal, and
certificates of shares of stock owned by the corporation, shall be executed,
signed or endorsed by the Chairman of the Board of Directors, or the President
or any Vice President, and by the Secretary or Treasurer or any Assistant
Secretary or Assistant Treasurer. All other instruments and documents requiring
the corporate signature, but not requiring the corporate seal, may be executed
as aforesaid or in such other manner as may be directed by the Board of
Directors.

                  All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation or in special accounts of the corporation
shall be signed by such person or persons as the Board of Directors shall
authorize so to do.

                  Unless authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

         SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock
and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

                                   ARTICLE VII

                                 SHARES OF STOCK

         SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate


                                      14.
<PAGE>   19


signed by or in the name of the corporation by the Chairman of the Board of
Directors, or the President or any Vice President and by the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary, certifying the
number of shares owned by him in the corporation. Any or all of the signatures
on the certificate may be facsimiles. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as if
he were such officer, transfer agent, or registrar at the date of issue. Each
certificate shall state upon the face or back thereof, in full or in summary,
all of the powers, designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall, except as otherwise
required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.

         SECTION 36. TRANSFERS.

                  (a) Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

                  (b) The corporation shall have power to enter into and perform
any agreement with any number of stockholders of any one or more classes of
stock of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the General Corporation Law of Delaware.

         SECTION 37. FIXING RECORD DATES.

                  (a) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the


                                      15.
<PAGE>   20


close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                  (b) Prior to the Initial Public Offering, in order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the State
of Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                  (c) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

         SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.


                                      16.
<PAGE>   21


                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

         SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an
indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                    DIVIDENDS

         SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to law
at any regular or special meeting. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.

         SECTION 41. DIVIDEND RESERVE. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.


                                      17.
<PAGE>   22


                                    ARTICLE X

                                   FISCAL YEAR

         SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.


                                   ARTICLE XI

                                 INDEMNIFICATION

         SECTION 43.       INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS,
                           OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.

                  (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall
indemnify its directors and executive officers to the fullest extent not
prohibited by the Delaware General Corporation Law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and executive officers; and, provided, further,
that the corporation shall not be required to indemnify any director or
executive officer in connection with any proceeding (or part thereof) initiated
by such person unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the corporation, in its
sole discretion, pursuant to the powers vested in the corporation under the
Delaware General Corporation Law or (iv) such indemnification is required to be
made under subsection (d).

                  (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The
corporation shall have power to indemnify its other officers, employees and
other agents as set forth in the Delaware General Corporation Law.

                  (c) EXPENSES. The corporation shall advance to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or
executive officer, of the corporation, or is or was serving at the request of
the corporation as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

                  Notwithstanding the foregoing, unless otherwise determined
pursuant to paragraph (e) of this Bylaw, no advance shall be made by the
corporation in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum


                                      18.
<PAGE>   23


consisting of directors who were not parties to the proceeding, or (ii) if such
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation.

                  (d) ENFORCEMENT. Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and
executive officers under this Bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. Neither the failure of the corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.

                  (e) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Bylaw shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the Delaware General Corporation Law.

                  (f) SURVIVAL OF RIGHTS. The rights conferred on any person by
this Bylaw shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                  (g) INSURANCE. To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.


                                      19.
<PAGE>   24


                  (h) AMENDMENTS. Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the corporation.

                  (i) SAVING CLAUSE. If this Bylaw or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

                  (j) CERTAIN DEFINITIONS. For the purposes of this Bylaw, the
following definitions shall apply:

                  (i) The term "PROCEEDING" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (ii) The term "EXPENSES" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

                  (iii) The term the "CORPORATION" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (iv) References to a "DIRECTOR," "EXECUTIVE OFFICER,"
"OFFICER," "EMPLOYEE," or "AGENT" of the corporation shall include, without
limitation, situations where such person is serving at the request of the
corporation as, respectively, a director, executive officer, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

                  (v) References to "OTHER ENTERPRISES" shall include employee
benefit plans; references to "FINES" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "SERVING AT
THE REQUEST OF THE CORPORATION" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and


                                      20.
<PAGE>   25


in a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION" as referred to in
this Bylaw.

                                   ARTICLE XII

                                     NOTICES

         SECTION 44. NOTICES.

                  (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.

                  (b) NOTICE TO DIRECTORS. Any notice required to be given to
any director may be given by the method stated in subsection (a), or by
facsimile, overnight courier, telex or telegram, except that such notice other
than one which is delivered personally shall be sent to such address as such
director shall have filed in writing with the Secretary, or, in the absence of
such filing, to the last known post office address of such director.

                  (c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by
a duly authorized and competent employee of the corporation or its transfer
agent appointed with respect to the class of stock affected, specifying the name
and address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

                  (d) TIME NOTICES DEEMED GIVEN. All notices given by mail, as
above provided, shall be deemed to have been given as at the time of mailing,
and all notices given by facsimile, telex or telegram shall be deemed to have
been given as of the sending time recorded at time of transmission.

                  (e) METHODS OF NOTICE. It shall not be necessary that the same
method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

                  (f) FAILURE TO RECEIVE NOTICE. The period or limitation of
time within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to receive such
notice.


                                      21.
<PAGE>   26


                  (g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

                  (h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever
notice is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.

                                  ARTICLE XIII

                                   AMENDMENTS

         SECTION 45. AMENDMENTS.

                  Subject to paragraph (h) of Section 43 of the Bylaws, the
Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote
of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
all of the then-outstanding shares of the Voting Stock. The Board of Directors
shall also have the power to adopt, amend, or repeal Bylaws.


                                      22.
<PAGE>   27


                                   ARTICLE XIV

                                LOANS TO OFFICERS

         SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing in these Bylaws shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                                   ARTICLE XV

                        STOCK OPTION PRICING RESTRICTIONS

         SECTION 47. STOCK OPTION PRICING. The exercise price of any
compensatory stock option grant made under the corporation's 1996 Equity
Incentive Plan, as amended (the "Plan"), or pursuant to any similar compensatory
stock option arrangement or agreement, shall be equal to, or in excess of, the
fair market value of the corporation's Common Stock on the date of such grant
(as determined in the Plan). The corporation shall not, without the consent of
stockholders entitled to vote thereon, decrease the exercise price of any stock
option grant made under the Plan or any other compensatory stock option
arrangement or agreement.



                                      23.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>d81680ex4-1.txt
<DESCRIPTION>AMENDMENT TO RIGHTS AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.1


                        AMENDMENT TO THE RIGHTS AGREEMENT

         Pursuant to Section 27 of the Rights Agreement between Bolder
Technologies Corporation (the "Company") and American Stock Transfer & Trust
Company, dated as of January 23, 1998 (the "Rights Agreement"), the Company
hereby submits the following amendment to the Rights Agreement:

         The term "Excluded Stockholder" in Section 1(h) of the Rights Agreement
shall be amended to read "Excluded Person."


         This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

         IN WITNESS WHEREOF and intending to be legally bound, the parties have
executed this Amendment on November 8, 1999, such Amendment to be effective as
of January 23, 1998.


COMPANY:                                    RIGHTS AGENT:

BOLDER TECHNOLOGIES CORPORATION             AMERICAN STOCK TRANSFER & TRUST CO.

By:    /s/ Joseph F. Fojtasek               By:    /s/ Wilbert Myles
   -------------------------------------       --------------------------------

Name:  Joseph F. Fojtasek                   Name:  Wilbert Myles
     -----------------------------------         ------------------------------

Title: Vice President, CFO and Secretary    Title: Vice President
      ----------------------------------          -----------------------------


                                       1.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>d81680ex4-2.txt
<DESCRIPTION>AMENDMENT NO. 2 TO RIGHTS AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.2


                    SECOND AMENDMENT TO THE RIGHTS AGREEMENT

         Pursuant to Section 27 of the Rights Agreement between Bolder
Technologies Corporation (the "Company") and American Stock Transfer & Trust
Company, dated as of January 23, 1998 (the "Rights Agreement"), the Company
hereby submits the following second amendment to the Rights Agreement:

         Section 1(c) of the Rights Agreement is hereby amended, effective as of
January 23, 1998, by inserting the following as an additional final paragraph to
such Section 1(c):

         "Notwithstanding anything to the contrary in this Agreement, no Person
         will be the "Beneficial Owner" of or to "beneficially own" any
         securities acquired through such Person's participation in a firm
         commitment underwriting (including securities acquired in stabilization
         transactions) pursuant to agreements with and between underwriters and
         selling group members, including, without limitation, underwriting
         agreements, agreements among underwriters and selected dealer
         agreements."

         This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

         IN WITNESS WHEREOF and intending to be legally bound, the parties have
executed this Second Amendment on November 11, 1999, such Second Amendment to be
effective as of January 23, 1998.


COMPANY:                                    RIGHTS AGENT:

BOLDER TECHNOLOGIES CORPORATION             AMERICAN STOCK TRANSFER & TRUST CO.

By:    /s/ Joseph F. Fojtasek               By:    /s/ Wilbert Myles
   -------------------------------------       --------------------------------

Name:  Joseph F. Fojtasek                   Name:  Wilbert Myles
     -----------------------------------         ------------------------------

Title: Vice President, CFO and Secretary    Title: Vice President
      ----------------------------------          -----------------------------


                                       1.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>d81680ex4-3.txt
<DESCRIPTION>AMENDMENT NO. 3 TO RIGHTS AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.3


                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

         Pursuant to Section 27 of the Rights Agreement between Bolder
Technologies Corporation (the "Company") and American Stock Transfer & Trust
Company, dated as of January 23, 1998 (the "Rights Agreement"), the Company
hereby submits the following amendment to the Rights Agreement:

         The term "Excluded Person" in Section 1(h) of the Rights Agreement
shall be amended to read as follows:

         "Excluded Person" shall mean Columbine Venture Fund II, L.P., funds
managed by Patricof & Co. Ventures, Inc. (including its and their Affiliates and
Associates) and The State of Wisconsin Investment Board.

         This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.

         IN WITNESS WHEREOF and intending to be legally bound, the parties have
executed this Amendment on June 22, 2000, such Amendment to be effective as of
June 22, 2000.


COMPANY:                                    RIGHTS AGENT:

BOLDER TECHNOLOGIES CORPORATION             AMERICAN STOCK TRANSFER & TRUST CO.

By:    /s/ Joseph F. Fojtasek               By:    /s/ Wilbert Myles
   -------------------------------------       --------------------------------

Name:  Joseph F. Fojtasek                   Name:  Wilbert Myles
     -----------------------------------         ------------------------------

Title: Vice President, CFO and Secretary    Title: Vice President
      ----------------------------------          -----------------------------


                                       1.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>d81680ex10-1.txt
<DESCRIPTION>EQUITY INCENTIVE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

                         BOLDER TECHNOLOGIES CORPORATION

                           1996 EQUITY INCENTIVE PLAN

                              ADOPTED MARCH 6, 1996

                     APPROVED BY STOCKHOLDERS APRIL 30, 1996

                      AS AMENDED THROUGH SEPTEMBER 30, 2000

1.       PURPOSES.

         (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company and its Affiliates may
be given an opportunity to benefit from increases in value of the stock of the
Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) stock bonuses, (iv) rights to purchase restricted stock,
and (v) stock appreciation rights, all as defined below. The Plan is successor
to, and restatement of, the Company's 1992 Incentive Stock Option Plan and
Non-Qualified Stock Option Plan.

         (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees, Directors or Consultants, to secure and retain
the services of new Employees, Directors and Consultants, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

         (c) The Company intends that the Stock Awards issued under the Plan
shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to Section 6 hereof, including Incentive
Stock Options and Nonstatutory Stock Options, (ii) stock bonuses or rights to
purchase restricted stock granted pursuant to Section 8 hereof, or (iii) stock
appreciation rights granted pursuant to Section 9 hereof; provided that
Non-Employee Directors shall only be eligible for the Nonstatutory Stock Options
granted pursuant to Section 7 hereof. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and
a separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.

2.       DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

         (b) "BOARD" means the Board of Directors of the Company.

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


                                       1.
<PAGE>   2


         (d) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

         (e) "COMPANY" means Bolder Technologies Corporation, a Delaware
corporation.

         (f) "CONCURRENT STOCK APPRECIATION RIGHT" or "CONCURRENT RIGHT" means a
right granted pursuant to subsection 8(b)(2) of the Plan.

         (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting 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, DIRECTOR OR CONSULTANT" means
the employment or relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Director or Consultant shall 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; or (ii) transfers between
locations of the Company or between the Company, Affiliates or their successors.

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

         (j) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

         (k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (l) "FAIR MARKET VALUE" means, as of any date, the value of the common
stock of the Company determined as follows:

                  (1) If the common stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market of The Nasdaq Stock Market, the Fair Market Value of a share of common
stock shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such system or exchange (or the exchange with
the greatest volume of trading in 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 Board deems reliable;

                  (2) If the common stock is quoted on The Nasdaq Stock Market
(but not on the National Market thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a share of common stock shall be the mean between the bid and 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 Board deems reliable;


                                       2.
<PAGE>   3


                  (3) In the absence of an established market for the common
stock, the Fair Market Value shall be determined in good faith by the Board.

         (m) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (n) "INDEPENDENT STOCK APPRECIATION RIGHT" or "INDEPENDENT RIGHT" means
a right granted pursuant to subsection 8(b)(3) of the Plan.

         (o) "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

         (p) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

         (q) "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.

         (r) "OPTION" means a stock option granted pursuant to the Plan.

         (s) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (t) "OPTIONEE" means an Employee or Consultant who holds an outstanding
Option.

         (u) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (v) "PARTICIPANT" means any person to whom a Stock Award is granted
pursuant to the Plan or, if applicable such other person who holds an
outstanding Stock Award.

         (w) "PLAN" means this Bolder Technologies Corporation 1996 Equity
Incentive Plan.

         (x) "RULE 16B-3" means 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.

         (y) "STOCK APPRECIATION RIGHT" means any of the various types of rights
which may be granted under Section 8 of the Plan.


                                       3.
<PAGE>   4


         (z) "STOCK AWARD" means any right granted under the Plan, including any
Option, any stock bonus, any right to purchase restricted stock, and any Stock
Appreciation Right.

         (aa) "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

         (bb) "TANDEM STOCK APPRECIATION RIGHT" or "TANDEM RIGHT" means a right
granted pursuant to subsection 8(b)(1) of the Plan.

3.       ADMINISTRATION.

         (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

         (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

                  (1) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; whether a Stock Award will be an Incentive Stock Option,
a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted
stock, a Stock Appreciation Right, or a combination of the foregoing; the
provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive stock pursuant to
a Stock Award; whether a person shall be permitted to receive stock upon
exercise of an Independent Stock Appreciation Right; and the number of shares
with respect to which a Stock Award shall be granted to each such person.

                  (2) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

                  (3) To amend the Plan or a Stock Award as provided in Section
15.

                  (4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company which are not in conflict with the provisions of the Plan.

         (c) The Board may delegate administration of the Plan to a committee or
committees ("Committee") of one or more members of the Board. In the discretion
of the Board, a Committee may consist solely of two or more Outside Directors,
in accordance with Code Section 162(m), or solely of two or more non-employee
directors within the meaning of Rule 16(b)-3, which for purposes of Rule 16b-3
means a Director who either (i) is not a current Employee or Officer of the
Company or its parent or subsidiary, does not receive compensation


                                       4.
<PAGE>   5


(directly or indirectly) from the Company or its parent or subsidiary for
services rendered as a consultant or in any capacity other than as a Director
(except for an amount as to which disclosure would not be required under Item
404(a) of Regulation S-K promulgated pursuant to the Securities Act of 1933
("Regulation S-K"), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and
references in this Plan to the Board shall thereafter be to the Committee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.

4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 14 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
shall not exceed in the aggregate three million (3,000,000) shares of the
Company's common stock. If any Stock Award shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full,
the stock not acquired under such Stock Award shall revert to and again become
available for issuance under the Plan. Shares subject to Stock Appreciation
Rights exercised in accordance with Section 8 of the Plan shall not be available
for subsequent issuance under the Plan.

         (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5.       ELIGIBILITY.

         (a) Incentive Stock Options and Stock Appreciation Rights appurtenant
thereto may be granted only to Employees. Stock Awards other than Incentive
Stock Options and Stock Appreciation Rights appurtenant thereto may be granted
only to Employees, Directors or Consultants.

         (b) A Non-Employee Director shall in no event be eligible for the
benefits of the Plan other than the Nonstatutory Stock Option grants under
Section 7.

         (c) No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of any
of its Affiliates unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of such stock at the date of
grant and the Option is not exercisable after the expiration of five (5) years
from the date of grant, or in the case of a restricted stock purchase award, the
purchase price is at least one hundred percent (100%) of the Fair Market Value
of such stock at the date of grant.



                                       5.
<PAGE>   6


         (d) Subject to the provisions of Section 14 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Options or
Stock Appreciation Rights covering more than six hundred thousand (600,000)
shares of the Company's common stock in any calendar year. 6. GENERAL OPTION
PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) PRICE. The exercise price of each Incentive Stock Option and
Nonstatutory Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the stock subject to the Option on the date the Option
is granted. Notwithstanding the foregoing, an Incentive Stock Option or
Nonstatutory Stock Option may be granted with an exercise price lower than that
set forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company, (B)
according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common stock of the
Company) with the person to whom the Option is granted or to whom the Option is
transferred pursuant to subsection 6(d), or (C) in any other form of legal
consideration that may be acceptable to the Board.

         In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

         (d) TRANSFERABILITY. An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Incentive
Stock Option is granted only by such person. A Nonstatutory Stock Option shall
not be transferable except by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order and shall be exercisable during
the lifetime of the person to whom the Option is granted only by such person or
any transferee pursuant to a domestic relations order. Notwithstanding the
foregoing, the person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company,



                                       6.
<PAGE>   7


designate a third party who, in the event of the death of the Optionee, shall
thereafter be entitled to exercise the Option.

         (e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

         (f) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR
CONSULTANT. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination) but only within
such period of time ending on the earlier of (i) the date three (3) months after
the termination of the Optionee's Continuous Status as an Employee, Director or
Consultant (or such longer or shorter period specified in the Option Agreement),
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination, the Optionee does not exercise his or her
Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

         An Optionee's Option Agreement may also provide that if the exercise of
the Option following the termination of the Optionee's Continuous Status as an
Employee, Director, or Consultant (other than upon the Optionee's death or
disability) would result in liability under Section 16(b) of the Exchange Act,
then the Option shall terminate on the earlier of (i) the expiration of the term
of the Option set forth in the Option Agreement, or (ii) the tenth (10th) day
after the last date on which such exercise would result in such liability under
Section 16(b) of the Exchange Act. Finally, an Optionee's Option Agreement may
also provide that if the exercise of the Option following the termination of the
Optionee's Continuous Status as an Employee, Director or Consultant (other than
upon the Optionee's death or disability) would be prohibited at any time solely
because the issuance of shares would violate the registration requirements under
the Act, then the Option shall terminate on the earlier of (i) the expiration of
the term of the Option set forth in the first paragraph of this subsection 6(f),
or (ii) the expiration of a period of three (3) months after the termination of
the Optionee's Continuous Status as an Employee, Director or Consultant during
which the exercise of the Option would not be in violation of such registration
requirements.

         (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Optionee's disability, the Optionee may exercise his or her Option (to the
extent that the Optionee was entitled to exercise it at the date of
termination), but only within such period of time ending on the earlier of (i)
the date




                                       7.
<PAGE>   8


twelve (12) months following such termination (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under 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 and again become available for issuance under the Plan.

         (h) DEATH OF OPTIONEE. In the event of the death of an Optionee during,
or within a period specified in the Option after the termination of, the
Optionee's Continuous Status as an Employee, Director or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the Option
at the date of death) by the Optionee's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated
to exercise the option upon the Optionee's death pursuant to subsection 6(d),
but only within the period ending on the earlier of (i) the date twelve (12)
months following the date of death (or such longer or shorter period specified
in the Option Agreement), or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionee was
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after death, the Option is not exercised within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.

         (i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.

         (j) RE-LOAD OPTIONS. Without in any way limiting the authority of the
Board or Committee to make or not to make grants of Options hereunder, the Board
or Committee shall have the authority (but not an obligation) to include as part
of any Option Agreement a provision entitling the Optionee to a further Option
(a "Re-Load Option") in the event the Optionee exercises the Option evidenced by
the Option agreement, in whole or in part, by surrendering other shares of
Common Stock in accordance with this Plan and the terms and conditions of the
Option Agreement. Any such Re-Load Option (i) shall be for a number of shares
equal to the number of shares surrendered as part or all of the exercise price
of such Option; (ii) shall have an expiration date which is the same as the
expiration date of the Option the exercise of which gave rise to such Re-Load
Option; and (iii) shall have an exercise price which is equal to one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the
Re-Load Option on the date of exercise of the original Option. Notwithstanding
the foregoing, a Re-Load Option which is an Incentive Stock Option and which is
granted to a 10% stockholder (as described in subsection 5(c)), shall have an
exercise price which is equal to one hundred ten percent (110%)




                                       8.
<PAGE>   9


of the Fair Market Value of the stock subject to the Re-Load Option on the date
of exercise of the original Option and shall have a term which is no longer than
five (5) years.

         Any such Re-Load Option may be an Incentive Stock Option or a
Nonstatutory Stock Option, as the Board or Committee may designate at the time
of the grant of the original Option; provided, however, that the designation of
any Re-Load Option as an Incentive Stock Option shall be subject to the one
hundred thousand dollar ($100,000) annual limitation on exercisability of
Incentive Stock Options described in subsection 12(d) of the Plan and in Section
422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any
such Re-Load Option shall be subject to the availability of sufficient shares
under subsection 4(a) and shall be subject to such other terms and conditions as
the Board or Committee may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options.

7.       OPTION GRANTS FOR NON-EMPLOYEE DIRECTORS.

         (a) INITIAL GRANT FOR NON-EMPLOYEE DIRECTORS. Each person who, after
the Company's initial public offering of shares of common stock is effective, is
elected for the first time to be a Non-Employee Director automatically shall,
upon the date of initial election to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an option to purchase ten thousand
(10,000) shares of common stock of the Company on the terms and conditions set
forth herein.

         (b) ANNUAL GRANT. On the date of each annual meeting of the Company's
shareholders commencing with the annual meeting in 1999, (i) each person who is
then a Non-Employee Director and continuously has been a Non-Employee Director
since the last annual meeting automatically shall be granted an option to
purchase ten thousand (10,000) shares of common stock of the Company on the
terms and conditions set forth herein, and (ii) each other person who is then a
Non-Employee Director automatically shall be granted an option to purchase, on
the terms and conditions set forth herein, the number of shares of common stock
of the Company (rounded up to the nearest whole share) determined by multiplying
ten thousand (10,000) shares by a fraction, the numerator of which is the number
of days the person continuously has been a Non-Employee Director as of the date
of such grant and the denominator of which is 365.

         (c) TERM. The term of each Non-Employee Director's option commences on
the date it is granted and, unless sooner terminated as set forth herein,
expires on the date ("Expiration Date") five (5) years and ninety (90) days from
the date of grant. If the Non-Employee Director's Continuous Status as an
Employee, Director or Consultant terminates, the option shall terminate on the
earlier of the Expiration Date or the date ninety (90) days following the date
of termination of such Continuous Status. In any and all circumstances, a
Non-Employee Director's option may be exercised following termination of his or
her Continuous Status as an Employee, Director or Consultant only as to that
number of shares as to which it was exercisable on the date of termination of
such status under the provisions of subsection 7(g).



                                       9.
<PAGE>   10



         (d) PRICE. The exercise price of each Non-Employee Director's option
shall be one hundred percent (100%) of the fair market value of the stock
subject to such option on the date such option is granted.

         (e) CONSIDERATION. Payment of the exercise price of each option is due
in full in cash upon any exercise when the number of shares being purchased upon
such exercise is less than 1,000 shares. However, when the number of shares
being purchased upon an exercise is 1,000 or more shares, the Non-Employee
Director may elect to make payment of the exercise price under one of the
following alternatives:

                  (1) Payment of the exercise price per share in cash or by
check at the time of exercise; or

                  (2) Provided that at the time of the exercise the Company's
common stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims, encumbrances
or security interest, which common stock shall be valued at its fair market
value on the date preceding the date of exercise; or

                  (3) Payment by a combination of the methods of payment
specified in paragraphs (1) and (2) above.

         Notwithstanding the foregoing, a Non-Employee Director's option may be
exercised pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board which results in the receipt of cash (or check) by the
Company prior to the issuance of shares of the Company's common stock.

         (f) TRANSFERABILITY. A Non-Employee Director's option shall not be
transferable except by will or by the laws of descent and distribution, or
pursuant to a qualified domestic relations order satisfying the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3") and shall be
exercisable during the lifetime of the Non-Employee Director only by such person
(or by his guardian or legal representative) or transferee pursuant to such an
order. Notwithstanding the foregoing, a Non-Employee Director may, by delivering
written notice to the Company in a form satisfactory to the Company, designate a
third party who, in the event of the death of the Non-Employee Director, shall
thereafter be entitled to exercise the option.

         (g) VESTING. Each initial Non-Employee Director's option shall become
exercisable in five (5) equal installments on each of the first five
anniversaries of the date of grant of the options; provided that the Optionee
has, during the entire period prior to each such vesting date, continuously
served as a Non-Employee Director or Employee of or Consultant to the Company or
any Affiliate, whereupon such option shall become fully exercisable in
accordance with its terms with respect to that portion of the shares represented
by that installment.



                                      10.
<PAGE>   11


         Each annual Non-Employee Director's option shall become exercisable in
installments over a period of three (3) years from the date of grant commencing
on the date one (1) year after the date of grant of the option, with
thirty-three percent (33%) becoming exercisable one (1) year after the date of
grant, thirty-four percent (34%) becoming exercisable two (2) years after the
date of grant and the remaining thirty-three percent (33%) becoming exercisable
three (3) years after the date of grant; provided that the Optionee has, during
the entire period prior to such vesting date, continuously served as a
Non-Employee Director or Employee of or Consultant to the Company or any
Affiliate, whereupon such option shall become fully exercisable in accordance
with its terms with respect to that portion of the shares represented by that
installment.

8.       TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

         Each stock bonus or restricted stock purchase agreement shall be in
such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate. The terms and conditions of stock bonus or
restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate agreements need not be identical, but each stock
bonus or restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:

         (a) PURCHASE PRICE. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board or Committee shall
determine and designate in such agreement but in no event shall the purchase
price be less than one hundred percent (100%) of the stock's Fair Market Value
on the date such award is made. Notwithstanding the foregoing, the Board or the
Committee may determine that eligible participants in the Plan may be awarded
stock pursuant to a stock bonus agreement in consideration for past services
actually rendered to the Company for its benefit.

         (b) TRANSFERABILITY. No rights under a stock bonus or restricted stock
purchase agreement shall be transferable except by will or the laws of descent
and distribution or pursuant to a domestic relations order, so long as stock
awarded under such agreement remains subject to the terms of the agreement.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to a
stock purchase agreement shall be paid either: (i) in cash at the time of
purchase; (ii) at the discretion of the Board or the Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or the Committee in its discretion. Notwithstanding the foregoing, the
Board or the Committee to which administration of the Plan has been delegated
may award stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.

         (d) VESTING. Shares of stock sold or awarded under the Plan may, but
need not, be subject to a repurchase option in favor of the Company in
accordance with a vesting schedule to be determined by the Board or the
Committee.



                                      11.
<PAGE>   12


         (e) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR
CONSULTANT. In the event a Participant's Continuous Status as an Employee,
Director or Consultant terminates, the Company may repurchase or otherwise
reacquire any or all of the shares of stock held by that person which have not
vested as of the date of termination under the terms of the stock bonus or
restricted stock purchase agreement between the Company and such person.

9.       STOCK APPRECIATION RIGHTS.

         (a) The Board or Committee shall have full power and authority,
exercisable in its sole discretion, to grant Stock Appreciation Rights under the
Plan to Employees and Consultants. To exercise any outstanding Stock
Appreciation Right, the holder must provide written notice of exercise to the
Company in compliance with the provisions of the Stock Award Agreement
evidencing such right. Except as provided in subsection 5(d), no limitation
shall exist on the aggregate amount of cash payments the Company may make under
the Plan in connection with the exercise of a Stock Appreciation Right.

         (b) Three types of Stock Appreciation Rights shall be authorized for
issuance under the Plan:

                  (1) TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock
Appreciation Rights will be granted appurtenant to an Option, and shall, except
as specifically set forth in this Section 8, be subject to the same terms and
conditions applicable to the particular Option grant to which it pertains.
Tandem Stock Appreciation Rights will require the holder to elect between the
exercise of the underlying Option for shares of stock and the surrender, in
whole or in part, of such Option for an appreciation distribution. The
appreciation distribution payable on the exercised Tandem Right shall be in cash
(or, if so provided, in an equivalent number of shares of stock based on Fair
Market Value on the date of the Option surrender) in an amount up to the excess
of (A) the Fair Market Value (on the date of the Option surrender) of the number
of shares of stock covered by that portion of the surrendered Option in which
the Optionee is vested over (B) the aggregate exercise price payable for such
vested shares.

                  (2) CONCURRENT STOCK APPRECIATION RIGHTS. Concurrent Rights
will be granted appurtenant to an Option and may apply to all or any portion of
the shares of stock subject to the underlying Option and shall, except as
specifically set forth in this Section 8, be subject to the same terms and
conditions applicable to the particular Option grant to which it pertains. A
Concurrent Right shall be exercised automatically at the same time the
underlying Option is exercised with respect to the particular shares of stock to
which the Concurrent Right pertains. The appreciation distribution payable on an
exercised Concurrent Right shall be in cash (or, if so provided, in an
equivalent number of shares of stock based on Fair Market Value on the date of
the exercise of the Concurrent Right) in an amount equal to such portion as
shall be determined by the Board or the Committee at the time of the grant of
the excess of (A) the aggregate Fair Market Value (on the date of the exercise
of the Concurrent Right) of the vested shares of stock purchased under the
underlying Option which have Concurrent Rights appurtenant to them over (B) the
aggregate exercise price paid for such shares.



                                      12.
<PAGE>   13


                  (3) INDEPENDENT STOCK APPRECIATION RIGHTS. Independent Rights
will be granted independently of any Option and shall, except as specifically
set forth in this Section 8, be subject to the same terms and conditions
applicable to Nonstatutory Stock Options as set forth in Section 6. They shall
be denominated in share equivalents. The appreciation distribution payable on
the exercised Independent Right shall be not greater than an amount equal to the
excess of (A) the aggregate Fair Market Value (on the date of the exercise of
the Independent Right) of a number of shares of Company stock equal to the
number of share equivalents in which the holder is vested under such Independent
Right, and with respect to which the holder is exercising the Independent Right
on such date, over (B) the aggregate Fair Market Value (on the date of the grant
of the Independent Right) of such number of shares of Company stock. The
appreciation distribution payable on the exercised Independent Right shall be in
cash or, if so provided, in an equivalent number of shares of stock based on
Fair Market Value on the date of the exercise of the Independent Right.

10.      CANCELLATION AND RE-GRANT OF OPTIONS.

         (a) If approved by the stockholders of the Company, the Board or the
Committee may effect (i) the repricing of any outstanding Options and/or any
Stock Appreciation Rights under the Plan and/or (ii) with the consent of any
adversely affected holders of Options and/or Stock Appreciation Rights, the
cancellation of any outstanding Options and/or any Stock Appreciation Rights
under the Plan and the grant in substitution therefor of new Options and/or
Stock Appreciation Rights under the Plan covering the same or different numbers
of shares of stock, but having an exercise price per share not less than: one
hundred (100%) of the Fair Market Value for a Nonstatutory Stock Option or
Incentive Stock Option or, in the case of an Incentive Stock Option held by a
10% stockholder (as described in subsection 5(c)), not less than one hundred ten
percent (110%) of the Fair Market Value per share of stock on the new grant
date. Notwithstanding the foregoing, the Board or the Committee may grant an
Option and/or Stock Appreciation Right with an exercise price lower than that
set forth above if such Option and/or Stock Appreciation Right is granted as
part of a transaction to which section 424(a) of the Code applies.

         (b) Shares subject to an Option or Stock Appreciation Right canceled
under this Section 10 shall continue to be counted against the maximum award of
Options and Stock Appreciation Rights permitted to be granted pursuant to
subsection 5(d) of the Plan. The repricing of an Option or Stock Appreciation
Right, resulting in a reduction of the exercise price, shall be deemed to be a
cancellation of the original Option and the grant of a substitute Option; in the
event of such repricing, both the original and the substituted Options and Stock
Appreciation Rights shall be counted against the maximum awards of Options and
Stock Appreciation Rights permitted to be granted pursuant to subsection 5(d) of
the Plan. The provisions of this subsection 10(b) shall be applicable only to
the extent required by Section 162(m) of the Code.



                                      13.
<PAGE>   14


11.      COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

         (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Stock Award; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act of 1933, as amended (the "Securities Act") either the Plan,
any Stock Award or any stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such Stock Awards unless and until such authority is obtained.

12.      USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Stock Awards shall
constitute general funds of the Company.

13.      MISCELLANEOUS.

         (a) The Board shall have the power to accelerate the time at which a
Stock Award may first be exercised or the time during which a Stock Award or any
part thereof will vest pursuant to subsection 6(e), 8(d) or 9(b),
notwithstanding the provisions in the Stock Award stating the time at which it
may first be exercised or the time during which it will vest.

         (b) Neither an Employee, a Director, a Consultant nor any person to
whom a Stock Award is transferred in accordance with the Plan shall be deemed to
be the holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Stock Award unless and until such person has satisfied
all requirements for exercise of the Stock Award pursuant to its terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any Employee, a Director or
Consultant or other holder of Stock Awards any right to continue in the employ
of the Company or any Affiliate or to continue as a Director or Consultant or
shall affect the right of the Company or any Affiliate to terminate the
employment of any Employee with or without notice and with or without cause, or
the right to terminate the relationship of any Consultant pursuant to the terms
of such Consultant's agreement with the Company or Affiliate.

         (d) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such




                                      14.
<PAGE>   15


limit (according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.

         (e) The Company may require any person to whom a Stock Award is
granted, or any person to whom a Stock Award is transferred in accordance with
the Plan, as a condition of exercising or acquiring stock under any Stock Award,
(1) to give written assurances satisfactory to the Company as to such person's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered under
a then currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

         (f) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the common stock otherwise issuable to the Participant
as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the common stock
of the Company.

14.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock subject to the Plan, or subject
to any Stock Award, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan pursuant to subsection 4(a) and the maximum
number of shares subject to award to any person during any calendar year
pursuant to subsection 5(d), and the outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of shares and price per share
of stock subject to such outstanding Stock Awards. Such adjustments shall be
made by the Board or the Committee, the determination of which shall be final,
binding and conclusive. (The



                                      15.
<PAGE>   16


conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company".)

         (b) In the event of (i) a sale, lease or other disposition of all or
substantially all of the assets of the Company, (ii) a merger or consolidation
in which the Company is not the surviving corporation or (iii) a reverse merger
in which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
(individually, a "Corporate Transaction"), then any surviving corporation or
acquiring corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar stock awards (including an award to acquire the same
consideration paid to the shareholders in the Corporate Transaction for those
outstanding under the Plan). In the event any surviving corporation or acquiring
corporation refuses to assume such Stock Awards or to substitute similar stock
awards for those outstanding under the Plan, then with respect to Stock Awards
held by persons then performing services as Employees, Directors or Consultants,
the vesting of such Stock Awards (and, if applicable, the time during which such
Stock Awards may be exercised) shall be accelerated in full, and the Stock
Awards shall terminate if not exercised (if applicable) at or prior to such
event. With respect to any other Stock Awards outstanding under the Plan, such
Stock Awards shall terminate if not exercised (if applicable) prior to such
event.

         In addition, in the event any surviving corporation or acquiring
corporation assumes such Stock Awards or substitutes similar stock awards for
those outstanding under the Plan, then with respect to Stock Awards held by
persons then performing services as Employees, Directors or Consultants, the
vesting of such Stock Awards (and, if applicable, the time during which such
Stock Awards may be exercised) shall be accelerated in full and such Stock
Awards shall become vested and exercisable if the Participant's employment with
the Company terminates due to an Involuntary Termination Without Cause or
Voluntary Termination for Good Reason within six (6) months following the
effective date of the Corporate Transaction.

          "Involuntary Termination Without Cause" shall mean the Participant's
dismissal or discharge by the Company for a reason other than (i) dishonesty
which is not the result of an inadvertent or innocent mistake with respect to
the Company or any of its subsidiaries; (ii) willful misfeasance or nonfeasance
of duty intended to injure or having the effect of injuring in some material
fashion the reputation, business or business relationships of the Company or any
of its subsidiaries or any of their respective officers, directors or employees;
(iii) conviction upon a charge of any crime involving moral turpitude or a crime
other than a vehicle offense which could reflect in some material fashion
unfavorably upon the Company or any of its subsidiaries; (iv) willful or
prolonged absence from work by the Participant (other than by reason of
disability due to physical or mental illness) or failure, neglect or refusal by
the Participant to perform his duties and responsibilities without the same
being corrected upon five (5) days prior written notice; or (v) material breach
of any provision of an agreement with the Company or any of its subsidiaries
with respect to obligations regarding non-competition, invention, ownership,
confidentiality, non-solicitation of customers, and non-hire of customers and
employees of the Company or a subsidiary. The termination of the Participant's
employment will not be deemed to be an "Involuntary Termination Without Cause"
if the termination occurs as a result of the Participant's death or disability.




                                      16.
<PAGE>   17


         "Voluntary Termination for Good Reason" shall mean (i) a material
reduction of the Participant's rate of base compensation; (ii) the provision by
the Company of a package of benefit plans which, taken as a whole, provides
benefits of substantially lesser value than those in which the Participant was
entitled to participate or requires a materially greater contribution by the
Participant for such package of benefit plans than the contribution required for
a similar package of benefit plans in which the Participant previously
participated (except that contributions by Participants may be raised to the
extent of any cost increases imposed by third parties), or any action by the
Company that would adversely affect the Participant's participation in, or
reduce the Participants benefits under, any of such plans; (iii) a change in the
Participant's responsibilities or authority resulting in diminution of position,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith that is remedied by the Company promptly after notice thereof
is given by the Participant to the Company; (iv) a request that the Participant
relocate to a worksite that is more than thirty-five (35) miles from the
Participant's prior worksite, unless the Participant accepts such relocation
request; (v) a failure by a successor to the Company to assume the Company's
obligations under the Plan; or (vi) a material breach by the Company or any
successor to the Company of any of the material provisions of the Plan or the
Participant's Option Agreement. The termination of the Participant's employment
will not be deemed to be an "Voluntary Termination for Good Reason" if the
termination occurs as a result of the Participant's death or disability.

         For purposes of the foregoing, "Company" shall include the business
entity by which the Participant is employed or for which he performs services
following the Corporate Transaction.

15.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a) The Board at any time, and from time to time, may amend the Plan
provided that the provisions of Section 7 may not be amended more than once
every six months. However, except as provided in Section 14 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:

                  (i) Increase the number of shares reserved for Incentive Stock
Options under the Plan;

                  (ii) Decrease the exercise price of any issued Option;

                  (ii) Modify the requirements as to eligibility for
participation in the Plan (to the extent such modification requires stockholder
approval in order for the Plan to satisfy the requirements of Section 422 of the
Code); or

                  (iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422 of the Code or to comply with the requirements of Rule 16b-3 or
any Nasdaq or securities exchange listing requirements.


                                      17.
<PAGE>   18


         (b) The Board may in its sole discretion submit any other amendment to
the Plan for stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to certain executive officers.

         (c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide eligible Employees
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under it
into compliance therewith.

         (d) Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the person to whom the Stock Award was
granted and (ii) such person consents in writing.

         (e) The Board at any time, and from time to time, may amend the terms
of any one or more Stock Awards; provided, however, that the rights and
obligations under any Stock Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of the person to whom the Stock
Award was granted and (ii) such person consents in writing.

16.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate ten (10) years from the date the
Plan is adopted by the Board or approved by the stockholders of the Company,
whichever is earlier. No Stock Awards may be granted under the Plan while the
Plan is suspended or after it is terminated.

         (b) Rights and obligations under any Stock Award granted while the Plan
is in effect shall not be impaired by suspension or termination of the Plan,
except with the consent of the person to whom the Stock Award was granted.

17.      EFFECTIVE DATE OF PLAN.

         The Plan, as amended, shall become effective as of the date determined
by the Board.



                                      18.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>d81680ex10-2.txt
<DESCRIPTION>1996 EMPLOYEE STOCK PURCHASE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2


                         BOLDER TECHNOLOGIES CORPORATION

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                              ADOPTED MARCH 6, 1996

                     APPROVED BY STOCKHOLDERS APRIL 30, 1996

                      AS AMENDED THROUGH SEPTEMBER 30, 2000

1.       PURPOSE.

         (a) The purpose of the 1996 Employee Stock Purchase Plan (the "Plan")
is to provide a means by which employees of Bolder Technologies Corporation, a
Delaware corporation (the "Company"), and its Affiliates, as defined in
subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be
given an opportunity to purchase stock of the Company.

         (b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").

         (c) The Company, by means of the Plan, seeks to retain the services of
its employees, to secure and retain the services of new employees, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

         (d) The Company intends that the rights to purchase stock of the
Company granted under the Plan be considered options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.

2.       ADMINISTRATION.

         (a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
Committee, as provided in subparagraph 2(c). Whether or not the Board has
delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.

         (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

                  (i) To determine when and how rights to purchase stock of the
Company shall be granted and the provisions of each offering of such rights
(which need not be identical).

                  (ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.


                                       1.
<PAGE>   2


                  (iii) To construe and interpret the Plan and rights granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.

                  (iv) To amend the Plan as provided in paragraph 13.

                  (v) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company and its Affiliates and to carry out the intent that the Plan be
treated as an "employee stock purchase plan" within the meaning of Section 423
of the Code.

         (c) The Board may delegate administration of the Plan to a Committee
composed of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

3.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of paragraph 12 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to rights granted
under the Plan shall not exceed in the aggregate one hundred twenty thousand
(120,000) shares of the Company's common stock (the "Common Stock"). If any
right granted under the Plan shall for any reason terminate without having been
exercised, the Common Stock not purchased under such right shall again become
available for the Plan.

         (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4.       GRANT OF RIGHTS; OFFERING.

         The Board or the Committee may from time to time grant or provide for
the grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the "Offering Date(s)")
selected by the Board or the Committee. Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of
the Code that all employees granted rights to purchase stock under the Plan
shall have the same rights and privileges. The terms and conditions of an
Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate Offerings need not be identical, but each
Offering shall include (through incorporation of the provisions of this Plan by
reference in the document comprising the Offering or otherwise) the period
during which the Offering shall be effective, which period shall not exceed
twenty-seven


                                       2.
<PAGE>   3


(27) months beginning with the Offering Date, and the substance of the
provisions contained in paragraphs 5 through 8, inclusive.

5.       ELIGIBILITY.

         (a) Rights may be granted only to employees of the Company or, as the
Board or the Committee may designate as provided in subparagraph 2(b), to
employees of any Affiliate of the Company. Except as provided in subparagraph
5(b), an employee of the Company or any Affiliate shall not be eligible to be
granted rights under the Plan, unless, on the Offering Date, such employee has
been in the employ of the Company or any Affiliate for such continuous period
preceding such grant as the Board or the Committee may require, but in no event
shall the required period of continuous employment be greater than two (2)
years. In addition, unless otherwise determined by the Board or the Committee
and set forth in the terms of the applicable Offering, no employee of the
Company or any Affiliate shall be eligible to be granted rights under the Plan,
unless, on the Offering Date, such employee's customary employment with the
Company or such Affiliate is for at least twenty (20) hours per week and at
least five (5) months per calendar year.

         (b) The Board or the Committee may provide that, each person who,
during the course of an Offering, first becomes an eligible employee of the
Company or designated Affiliate will, on a date or dates specified in the
Offering which coincides with the day on which such person becomes an eligible
employee or occurs thereafter, receive a right under that Offering, which right
shall thereafter be deemed to be a part of that Offering. Such right shall have
the same characteristics as any rights originally granted under that Offering,
as described herein, except that:

                  (i) the date on which such right is granted shall be the
"Offering Date" of such right for all purposes, including determination of the
exercise price of such right;

                  (ii) the period of the Offering with respect to such right
shall begin on its Offering Date and end coincident with the end of such
Offering; and

                  (iii) the Board or the Committee may provide that if such
person first becomes an eligible employee within a specified period of time
before the end of the Offering, he or she will not receive any right under that
Offering.

         (c) No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which such employee
may purchase under all outstanding rights and options shall be treated as stock
owned by such employee.

         (d) An eligible employee may be granted rights under the Plan only if
such rights, together with any other rights granted under "employee stock
purchase plans" of the Company


                                       3.
<PAGE>   4


and any Affiliates, as specified by Section 423(b)(8) of the Code, do not permit
such employee's rights to purchase stock of the Company or any Affiliate to
accrue at a rate which exceeds twenty five thousand dollars ($25,000) of fair
market value of such stock (determined at the time such rights are granted) for
each calendar year in which such rights are outstanding at any time.

         (e) Officers of the Company and any designated Affiliate shall be
eligible to participate in Offerings under the Plan, provided, however, that the
Board may provide in an Offering that certain employees who are highly
compensated employees within the meaning of Section 423(b)(4)(D) of the Code
shall not be eligible to participate.

6.       RIGHTS; PURCHASE PRICE.

         (a) On each Offering Date, each eligible employee, pursuant to an
Offering made under the Plan, shall be granted the right to purchase up to the
number of shares of Common Stock of the Company purchasable with a percentage
designated by the Board or the Committee not exceeding ten percent (10%) of such
employee's Earnings (as defined in subparagraph 7(a)) during the period which
begins on the Offering Date (or such later date as the Board or the Committee
determines for a particular Offering) and ends on the date stated in the
Offering, which date shall be no later than the end of the Offering. The Board
or the Committee shall establish one or more dates during an Offering (the
"Purchase Date(s)") on which rights granted under the Plan shall be exercised
and purchases of Common Stock carried out in accordance with such Offering.

         (b) In connection with each Offering made under the Plan, the Board or
the Committee may specify a maximum number of shares that may be purchased by
any employee as well as a maximum aggregate number of shares that may be
purchased by all eligible employees pursuant to such Offering. In addition, in
connection with each Offering that contains more than one Purchase Date, the
Board or the Committee may specify a maximum aggregate number of shares which
may be purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of rights granted
under the Offering would exceed any such maximum aggregate number, the Board or
the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be
equitable.

         (c) The purchase price of stock acquired pursuant to rights granted
under the Plan shall be not less than the lesser of:

                  (i) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Offering Date; or

                  (ii) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Purchase Date.


                                       4.
<PAGE>   5


7.       PARTICIPATION; WITHDRAWAL; TERMINATION.

         (a) An eligible employee may become a participant in the Plan pursuant
to an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board or the Committee of such employee's Earnings during the
Offering. "Earnings," unless otherwise defined in an Offering, shall mean an
employee's regular salary or wages (including amounts thereof elected to be
deferred by the employee, that would otherwise have been paid, under any
arrangement established by the Company that is intended to comply with Section
125, Section 401(k), Section 402(h) or Section 403(b) of the Code or that
provides non-qualified deferred compensation), which shall include overtime pay,
but shall exclude bonuses, commissions, incentive pay, profit sharing, other
remuneration paid directly to the employee, the cost of employee benefits paid
for by the Company or an Affiliate, education or tuition reimbursements, imputed
income arising under any group insurance or benefit program, traveling expenses,
business and moving expense reimbursements, income received in connection with
stock options, contributions made by the Company or an Affiliate under any
employee benefit plan, and similar items of compensation. The payroll deductions
made for each participant shall be credited to an account for such participant
under the Plan and shall be deposited with the general funds of the Company. A
participant may reduce (including to zero) or increase such payroll deductions,
and an eligible employee may begin such payroll deductions, after the beginning
of any Offering only as provided for in the Offering. A participant may make
additional payments into his or her account only if specifically provided for in
the Offering and only if the participant has not had the maximum amount withheld
during the Offering.

         (b) At any time during an Offering, a participant may terminate his or
her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time prior to the end of the
Offering except as provided by the Board or the Committee in the Offering. Upon
such withdrawal from the Offering by a participant, the Company shall distribute
to such participant all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant's
interest in that Offering shall be automatically terminated. A participant's
withdrawal from an Offering will have no effect upon such participant's
eligibility to participate in any other Offerings under the Plan but such
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offerings under the Plan.

         (c) Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon cessation of any participating employee's employment
with the Company and any designated Affiliate, for any reason, and the Company
shall distribute to such terminated employee all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have been
used to acquire stock for the terminated employee) under the Offering, without
interest.

         (d) Rights granted under the Plan shall not be transferable by a
participant otherwise than by will or the laws of descent and distribution, or
by a beneficiary designation as provided in


                                       5.
<PAGE>   6


paragraph 14 and, otherwise during his or her lifetime, shall be exercisable
only by the person to whom such rights are granted.

8.       EXERCISE.

         (a) On each Purchase Date specified therefor in the relevant Offering,
each participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of whole shares of stock of the Company, up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering. No
fractional shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated payroll deductions remaining in each
participant's account after the purchase of shares which is less than the amount
required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant's account for the purchase of
shares under the next Offering under the Plan, unless such participant withdraws
from such next Offering, as provided in subparagraph 7(b), or is no longer
eligible to be granted rights under the Plan, as provided in paragraph 5, in
which case such amount shall be distributed to the participant after such final
Purchase Date, without interest. The amount, if any, of accumulated payroll
deductions remaining in any participant's account after the purchase of shares
which is equal to the amount required to purchase whole shares of stock on the
final Purchase Date of an Offering shall be distributed in full to the
participant after such Purchase Date, without interest.

         (b) No rights granted under the Plan may be exercised to any extent
unless the shares to be issued upon such exercise under the Plan (including
rights granted thereunder) are covered by an effective registration statement
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Plan is in material compliance with all applicable state, foreign and other
securities and other laws applicable to the Plan. If on a Purchase Date in any
Offering hereunder the Plan is not so registered or in such compliance, no
rights granted under the Plan or any Offering shall be exercised on such
Purchase Date, and the Purchase Date shall be delayed until the Plan is subject
to such an effective registration statement and such compliance, except that the
Purchase Date shall not be delayed more than twelve (12) months and the Purchase
Date shall in no event be more than twenty-seven (27) months from the Offering
Date. If on the Purchase Date of any Offering hereunder, as delayed to the
maximum extent permissible, the Plan is not registered and in such compliance,
no rights granted under the Plan or any Offering shall be exercised and all
payroll deductions accumulated during the Offering (reduced to the extent, if
any, such deductions have been used to acquire stock) shall be distributed to
the participants, without interest.

9.       COVENANTS OF THE COMPANY.

         (a) During the terms of the rights granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such rights.

         (b) The Company shall seek to obtain from each federal, state, foreign
or other regulatory commission or agency having jurisdiction over the Plan such
authority as may be


                                       6.
<PAGE>   7


required to issue and sell shares of stock upon exercise of the rights granted
under the Plan. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of stock under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such rights unless and until such authority is
obtained.

10.      USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to rights granted under the
Plan shall constitute general funds of the Company.

11.      RIGHTS AS A STOCKHOLDER.

         A participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant's shareholdings acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a) If any change is made in the stock subject to the Plan, or subject
to any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding rights will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the class(es) and number of shares and
price per share of stock subject to outstanding rights. Such adjustments shall
be made by the Board or the Committee, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

         (b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise; or (4) the acquisition by
any person, entity or group within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any
comparable successor provisions (excluding any employee benefit plan, or related
trust, sponsored or maintained by the Company or any Affiliate of the Company)
of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors, then, as determined by the Board in its
sole discretion (i) any surviving or acquiring corporation may assume
outstanding rights or substitute similar rights for those under the Plan, (ii)
such rights may continue in full force and effect, or (iii) participants'


                                       7.
<PAGE>   8


accumulated payroll deductions may be used to purchase Common Stock immediately
prior to the transaction described above and the participants' rights under the
ongoing Offering terminated.

13.      AMENDMENT OF THE PLAN.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

                  (i) Increase the number of shares reserved for rights under
the Plan;

                  (ii) Modify the provisions as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to obtain employee stock purchase plan treatment under
Section 423 of the Code or to comply with the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended ("Rule
16b-3")); or

                  (iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to obtain employee stock
purchase plan treatment under Section 423 of the Code or to comply with the
requirements of Rule 16b-3.

It is expressly contemplated that the Board may amend the Plan in any respect
the Board deems necessary or advisable to provide eligible employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or to bring the Plan and/or rights granted under it into compliance
therewith.

         (b) Rights and obligations under any rights granted before amendment of
the Plan shall not be impaired by any amendment of the Plan, except with the
consent of the person to whom such rights were granted, or except as necessary
to comply with any laws or governmental regulations, or except as necessary to
ensure that the Plan and/or rights granted under the Plan comply with the
requirements of Section 423 of the Code.

14.      DESIGNATION OF BENEFICIARY.

         (a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of an
Offering but prior to delivery to the participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death during an Offering.

         (b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary


                                       8.
<PAGE>   9


validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its sole discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

15.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) The Board in its discretion, may suspend or terminate the Plan at
any time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated.

         (b) Rights and obligations under any rights granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
as expressly provided in the Plan or with the consent of the person to whom such
rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423 of the
Code.

16.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on the same day that the Company's
initial public offering of shares of common stock becomes effective (the
"Effective Date"), but no rights granted under the Plan shall be exercised
unless and until the Plan has been approved by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted by the
Board or the Committee, which date may be prior to the Effective Date.




                                       9.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>8
<FILENAME>d81680ex27-1.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JUL-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                         967,978
<SECURITIES>                                 6,887,521
<RECEIVABLES>                                1,635,113
<ALLOWANCES>                                 (193,800)
<INVENTORY>                                  7,133,855
<CURRENT-ASSETS>                            16,612,318
<PP&E>                                      26,864,305
<DEPRECIATION>                             (4,852,779)
<TOTAL-ASSETS>                              39,232,955
<CURRENT-LIABILITIES>                        5,144,080
<BONDS>                                      7,330,691
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                 16,180,871
<COMMON>                                        17,247
<OTHER-SE>                                  12,977,787
<TOTAL-LIABILITY-AND-EQUITY>                39,232,955
<SALES>                                      1,391,776
<TOTAL-REVENUES>                             1,435,526
<CGS>                                        3,847,076
<TOTAL-COSTS>                                3,847,076
<OTHER-EXPENSES>                             2,720,088
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (250,667)
<INCOME-PRETAX>                            (5,414,021)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (5,414,021)
<EPS-BASIC>                                     (0.34)
<EPS-DILUTED>                                   (0.34)


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