Exhibit 4.2**SOLECTRON CORPORATION

AMENDED AND RESTATED 1992 STOCK OPTION PLAN

(Effective January 22, 2002)

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

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

o to provide additional incentive to Employees, Consultants and Outside Directors, and

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

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by theAdministrator at the time of grant. The Plan also provides for automatic grants of Nonstatutory Stock Options to OutsideDirectors.

2.  Definitions.  As used herein, the following definitions shall apply:
"Administrator" means the Board or any of its Committees as shall be administering the Plan, inaccordance with Section 4 of the Plan.

"Applicable Laws" means the legal requirements relating to the administration of stock option plans understate corporate and securities laws and the Code.

"
Board
" means the Board of Directors of the Company. 

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

"
Committee
" means a Committee appointed by the Board in accordance with Section 4 of the Plan.

"
Common Stock
" means the Common Stock of the Company.

"
Company
" means Solectron Corporation, a Delaware corporation.

"
Consultant
" means any person, including an advisor, engaged by the Company or a Parent or Subsidiaryto render services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who arepaid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.

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

"
Director
" means a member of the Board.

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

"
Employee
" means any person, including Officers and Directors, employed by the Company or any Parent orSubsidiary of the Company.  Neither service as a Director nor payment of a director's fee by the Company shall be sufficient toconstitute "employment" by the Company.

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

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

If the Common Stock is listed on any established stock exchange or a national market system, including withoutlimitation the New York Stock Exchange, the Fair Market Value of a Share of Common Stock shall be the closing sales price for suchstock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the  exchange with the greatest volumeof trading in Common Stock) on the date of grant of the Option, as reported in The Wall Street Journal or such other source as theAdministrator deems reliable;

If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or isregularly quoted by a recognized securities dealer but  selling prices are not  reported, the Fair Market Value of a Share of CommonStock shall be the mean between the high bid and low asked prices for the Common  Stock on the date of grant of the Option, asreported in The Wall Street Journal or such other source as the Administrator deems reliable;

In the absence of an established market for the Common Stock, the Fair Market Value shall be determined ingood faith by the Administrator.

"
Incentive Stock Option
" means an Option intended to qualify as an incentive stock option withinthe meaning of Section 422 of the Code and the regulations promulgated thereunder.

"
Nonstatutory Stock Option
" means an Option not intended to qualify as an Incentive StockOption.

"
Notice of Grant
" means a written notice evidencing certain terms and conditions of an individualOption grant.  The Notice of Grant is part of the Option Agreement.

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

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

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

"
Optioned Stock
" means the Common Stock subject to an Option.

"
Optionee
" means an Employee, Outside Director, or Consultant who holds an outstanding Option.

"
Outside Director
" shall mean a member of the Board of Directors of the Company who is not an Employeeor a Consultant.

"
Parent" means a "parent corporation
", whether now or hereafter existing, as defined in Section424(e) of the Code.

"
Plan
" means this Solectron Corporation 1992 Stock Option Plan.

"
Rule 16b-3
" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effectwhen discretion is being exercised with respect to the Plan.

"
Share
" means a share of the Common Stock, as adjusted in accordance with Section 12 of thePlan.

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

3. Stock Subject to the Plan.  Subject to the provisions of Section 12 of the Plan, the maximum aggregatenumber of Shares which may be optioned and sold under the Plan is 110,800,000 Shares of Common Stock.  The Shares may be authorized,but unissued, or reacquired Common Stock.  However, should the Company reacquire Shares which were issued pursuant to the exercise ofan Option, such Shares shall not become available for future grant under the Plan.
If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares whichwere subject thereto shall become available for future grant under the Plan (unless the Plan has terminated).

 

4. Administration of the Plan.
(a)   Procedure. Multiple Administrative Bodies
.  If permitted by Rule 16b-3, the Plan may be administered by differentbodies with respect to Directors, Officers who are not Directors, and Employees who are neither Directors nor Officers. 

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

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

(b)	Powers of the Administrator.  Subject to the provisions of the Plan, and in the case of a Committee,subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in itsdiscretion:
to determine the Fair Market Value of the Common Stock, in accordance with Section 2(n) of the Plan;

to select the Consultants, Employees and Outside Directors to whom Options may be granted hereunder;

 

to determine whether and to what extent Options are granted hereunder;

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

to approve forms of agreement for use under the Plan;

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

to determine whether, to what extent and under what circumstances Common Stock and other amounts payable withrespect to an award under this Plan shall be deferred either automatically or at the election of the participant (including providingfor and determining the amount (if any) of any deemed earnings on any deferred amount during any deferral period);

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

to construe and interpret the terms of the Plan;

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

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

to authorize any person to execute on behalf of the Company any instrument required to effect the grant of anOption previously granted by the Administrator;

to determine the terms and restrictions applicable to Options; and

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

Effect of Administrator's Decision
.  The Administrator's decisions, determinations and interpretations shall befinal and binding on all Optionees and any other holders of Options.

 

5. Eligibility.
Options may be granted to Employees, Consultants and Outside Directors, provided that Incentive Stock Options may only begranted to Employees.  Each Option shall be designated in the written option agreement as either an Incentive Stock Option or aNonstatutory Stock Option.  An Employee, Consultant or Outside Director who has been granted an option may, if such Employee,Consultant or Outside Director is otherwise eligible, be granted additional Option(s).

In addition to any Options that may be granted to an Outside Director in the discretion of the Administrator,each Outside Director also shall be entitled grants of Options in accordance with the following provisions:

Each new Outside Director shall receive an initial grant of 15,000 Shares.  Beginning on December 1, 2000 andon the first day of December of each succeeding fiscal year of the Company occurring during the life of the Plan, each OutsideDirector who was an Outside Director on or before the last day of the first quarter of the fiscal year of the Company just endedshall be automatically granted an Option to purchase 8,000 Shares, decreased or increased as provided in Section 12 hereof. 

An Outside Director who was not an Outside Director on or before the last day of the first quarter of thefiscal year of the Company just ended shall receive a pro rated portion of the automatic option grant (decreased or increased asprovided in Section 12 hereof).  Such pro rated grant shall be calculated according to the number of quarters of service in the justended fiscal year of the Company.  For the purposes of this calculation, service for only a portion of the quarter shall be deemedservice for the whole quarter.  For example, an Outside Director with one and one-half quarters of service in the just ended fiscalyear of the Company will receive credit for two quarters of service and accordingly will receive a grant of four thousand (4,000)Shares (decreased or increased as provided in Section 12 hereof).

The terms of an Option granted pursuant to this Section 5(b) shall be as follows:

(A)	the term of an Option granted on or prior to November 7, 2001 shall be five (5) years and the term of anOption granted after November 7, 2001 shall be seven (7) years;

(B)	except as provided in Section 10 of this Plan, the Option shall be exercisable only while the OutsideDirector remains a Director provided, however, that for Options granted after November 7, 2001, if the the Outside Director (i)provides five (5) years of continuous service as a Director or (ii) voluntarily resigns as a Director after attaining the age ofseventy (70), then each Option shall remain exercisable until the end of its seven-year term;

(C)	the exercise  price per share of Common Stock shall be 100% of the Fair Market Value on thedate of grant of the Option; and
the Option shall become exercisable in installments cumulatively with respect to one twelfth (1/12th) of theOptioned Stock on the first day of each month following the date of grant.

6. Limitations. 
 
- Each Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a Nonstatutory Stock Option.However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares subject to an Optionee'sincentive stock options granted by the Company, any Parent or Subsidiary, which become exercisable for the first time during anycalendar year  (under all plans of the Company or any Parent or Subsidiary) exceeds  $100,000, such excess Options shall be treatedas Nonstatutory Stock Options.  For purposes of this Section 6(a), incentive stock options shall be taken into account in the orderin which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.
Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing theOptionee's employment, consulting or Director relationship with the Company, nor shall they interfere in any way with the Optionee'sright or the Company's right to terminate such relationship at any time, with or without cause.

The following limitations shall apply to grants of Options to Employees:

No Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 750,000Shares.

The foregoing limitations shall be adjusted proportionately in connection with any change in the Company'scapitalization as described in Section 12.

If an Option is cancelled in the same fiscal year of the Company in which it was granted  (other than inconnection with a transaction described in Section 12), the cancelled Option will be counted against the limit set forth in Section6(c)(i).  For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of theOption and the grant of a new Option.

7. Term of Plan.  Subject to Section 18 of the Plan, the Plan shall become effective as of October 22,1992. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 14 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Notice of Grant; provided, however, thatin the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may beprovided in the Notice of Grant.  However, in the case of an Incentive Stock Option granted to an Optionee who, at the time theIncentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock ofthe Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant orsuch shorter term as may be provided in the Notice of Grant.

9. Option Exercise Price and Consideration. 

(a)	Exercise Price.  The per share exercise price for the Shares to be issued pursuant to exercise of anOption shall be determined by the Administrator, subject to the following:
In the case of an Incentive Stock Option

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

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

In the case of a Nonstatutory Stock Option, the per Share exercise price may be less than 100%, but shall beno less than 85%, of the Fair Market Value per Share on the date of grant, if the Administrator determines that a discount from theFair Market Value is appropriate in lieu of the payment of a reasonable amount of salary or cash bonus to the Optionee.

Waiting Period and Exercise Dates
.  At the time an Option is granted, the Administrator shall fix the periodwithin which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may beexercised.  In so doing, the Administrator may specify that an Option may not be exercised until the completion of a serviceperiod.

Form of Consideration
. The Administrator shall determine the acceptable form of consideration forexercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determinethe acceptable form of consideration at the time of grant.  Such consideration may consist of:

cash;

check;

promissory note;

other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by theOptionee for more than six months on the date of surrender, and (B) have a Fair Market  Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option shall be exercised;

delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptlydeliver to the Company the amount of sale or loan proceeds required to pay the exercise price;

 any combination of the foregoing methods of payment; or (vii) such other consideration and method of paymentfor the issuance of Shares to the extent permitted by Applicable Laws.

 10.  Exercise of Option.
Procedure for Exercise; Rights as a Shareholder
.  Any Option granted hereunder shall be exercisable according tothe terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the OptionAgreement.

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

An Option shall be deemed exercised when the Company receives:  (i) written notice of exercise (inaccordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares withrespect to which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by theAdministrator and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option shall be issued in thename of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.

Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the booksof the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as ashareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (orcause to be issued) such stock certificate promptly after the Option is exercised.  No adjustment will be made for a dividend orother right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of thePlan.

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

Termination of Employment, Consulting or Outside Director Relationship
.  In the event that anOptionee's Continuous Status as an Employee, Consultant or Outside Director terminates   (other than upon the Optionee's death orDisability), the Optionee may exercise his or her Option, but only within thirty (30) days (or such other period of time notexceeding three (3) months as is determined by the Administrator), and only to the extent that the Optionee was entitled to exerciseit at the date of termination  (but in no event later than the expiration of the term of such Option as set forth in the Notice ofGrant). If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by theunexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Optionwithin the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to thePlan.

Disability of Optionee
.  In the event that an Optionee's Continuous Status as an Employee, Consultantor Outside Director terminates as a result of the Optionee's Disability, the Optionee may exercise his or her Option at any timewithin six (6) months from the date of such termination, but only to the extent that the Optionee was entitled to exercise it at thedate of such termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant).If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by theunexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Optionwithin the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to thePlan.

Death of Optionee. In the event of the death of an Optionee, the Option may be exercised at any time withinsix (6) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in theNotice of Grant), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance,but only to the extent that the Optionee was entitled to exercise the Option at the date of death.  If, at the time of death, theOptionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shallrevert to the Plan.  If, after death, the Optionee's estate or a person who acquired the right to exercise the Option by bequest orinheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by suchOption shall immediately revert to the Plan.

11. Non-Transferability of Options.  An Option may not be sold, pledged, assigned, hypothecated,transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, duringthe lifetime of the Optionee, only by the Optionee.

12. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control.
Changes in Capitalization
.  Subject to any required action by the shareholders of the Company, the number ofshares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized forissuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation orexpiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall beproportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split,reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in thenumber of issued shares of Common Stock effected without receipt  of consideration  by the Company; provided, however, thatconversion of  any convertible securities of the Company shall not be deemed to have been "effected without receipt ofconsideration."  Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding andconclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securitiesconvertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, thenumber or price of shares of Common Stock subject to an Option.

Dissolution or Liquidation
.  In the event of the proposed dissolution or liquidation of the Company, tothe extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposedaction.  The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of adate fixed by the Board and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock,including Shares as to which the Option would not otherwise be exercisable.

Merger or Asset Sale
.  In the event of a merger of the Company with or into another corporation, or thesale of substantially all of the assets of the Company, each outstanding Option shall be assumed or an equivalent option shall besubstituted by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successorcorporation does not agree to assume the Option or to substitute an equivalent option or right, the Administrator shall, in lieu ofsuch assumption or substitution, provide for the Optionee to have the right to exercise the Option as to all of the Optioned Stock,including Shares as to which it would not otherwise be exercisable.  If the Administrator makes an Option fully exercisable in lieuof assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Optionor shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option will terminate upon theexpiration of such period.  For the purposes of this paragraph, the Option shall be considered assumed if, following the merger orsale of assets, the option confers the right to purchase, for each Share of Optioned Stock subject to the Option immediately prior tothe merger or sale of assets, the consideration  (whether stock, cash, or other securities or property) received in the merger orsale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered achoice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided,however, that if such consideration received in the merger or sale of assets was not solely common stock of the successor corporationor its Parent, the Administrator may, with the consent of the successor  corporation and the participant,  provide for theconsideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solelycommon  stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration  received byholders of Common Stock in the merger or sale of assets.

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

14. Amendment and Termination of the Plan.
Amendment and Termination
.  The Board may at any time amend, alter, suspend or terminate the Plan.

Shareholder Approval
.  The Company shall obtain shareholder approval of any Plan amendment to theextent necessary and desirable to comply with Rule 16b-3 or Section 422 of the Code (or any successor rule or statute or otherapplicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock islisted or quoted) or Section 14(c) below.  Such shareholder approval, if required, shall be obtained in such a manner and to such adegree as is required by the applicable law, rule or regulation.

Effect of Amendment or Termination
.  No amendment, alteration, suspension or termination of the Plan orany Option shall (i) impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator,which agreement must be in writing and signed by the Optionee and the Company or (ii) permit the reduction of the exercise price ofan Option after it has been granted (except for adjustments made pursuant to Section 12).   Neither may the Administrator, withoutthe approval of the Company's stockholders, cancel any outstanding Option and replace it with a new Option with a lower exerciseprice, where the economic effect would be the same as reducing the exercise price of the cancelled Option.  Termination of the Planshall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under thePlan prior to the date of such termination.

15. Conditions Upon Issuance of Shares.
Legal Compliance
.  Shares shall not be issued pursuant to the exercise of an Option unless the exercise of suchOption and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation,the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws, and therequirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be furthersubject to the approval of counsel for the Company with respect to such compliance.

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

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

Grants Exceeding Allotted Shares
.  If the Optioned Stock covered by an Option exceeds, as of the dateof grant, the number of Shares which may be issued under the Plan without additional shareholder approval, such Option shall be voidwith respect to such excess Optioned Stock, unless shareholder approval of an amendment sufficiently increasing the number of Sharessubject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.

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

18. Shareholder Approval.  Continuance of the Plan shall be subject to approval by the shareholders of the Company withintwelve (12) months before or after the date the Plan is adopted.  Such shareholder approval shall be obtained in the manner and tothe degree required under applicable federal and state law.**