EXHIBIT 10.33

                                  AVANTGO, INC.

                            2001 STOCK INCENTIVE PLAN

                               SECTION 1. PURPOSE

     The purpose of the AvantGo,  Inc. 2001 Stock Incentive Plan (the "Plan") is
to  enhance  the  long-term  stockholder  value of  AvantGo,  Inc.,  a  Delaware
corporation  (the  "Company"),  by offering  opportunities to participate in the
Company's growth and success,  and to encourage them to remain in the service of
the  Company or a Related  Corporation  (as defined in Section 2) and to acquire
and maintain stock ownership in the Company.

                             SECTION 2. DEFINITIONS

     For the purposes of the Plan,  the following  terms shall be defined as set
forth below:

     "Award"  means an Award or grant  made  pursuant  to the  Plan,  including,
without  limitation,  awards or  grants  of Stock  Awards  and  Options,  or any
combination of the foregoing.

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

     "Cause" for the termination of a Participant's  employment with the Company
or a Related  Corporation  or its  successor  will  exist at any time  after the
happening of one or more of the following events, unless otherwise defined in an
employment or services  agreement  between the Company or a Related  Corporation
and a Participant:  (1) Participant's  willful misconduct or material failure in
the  performance  of the duties of his  position  with the  Company or a Related
Corporation or its successor,  including  Participant's failure to comply in any
material  respect with the legal  directives  of the Company's  Chief  Executive
Officer  or  the  Board  of  Directors  so  long  as  such  directives  are  not
unreasonably  inconsistent with the Participant's  position and duties, and such
refusal to comply is not remedied within 10 days after receiving  written notice
from the Company or a Related Corporation or its successor, which written notice
shall state that  failure to remedy such conduct may result in  termination  for
Cause;  or (2)  conduct  that  materially  adversely  affects the Company or its
successor or is  materially  detrimental  to the  reputation of the Company or a
Related Corporation or its successor, including but not limited to conviction of
a felony involving moral turpitude.

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

     "Common Stock" means the common stock,  par value $0.0001 per share, of the
Company.

     "Corporate Transaction" has the meaning set forth in Section 11.3.1.

     "Director" means a member of the Board.

     "Disability,"  unless otherwise defined by the Plan Administrator,  means a
mental or physical  impairment of the Participant  that is expected to result in
death or that has lasted or is  expected to last for a  continuous  period of 12
months or more and that causes the  Participant to be unable,  in the opinion of
the  Company,  to  perform  his or her  duties  for  the  Company  or a  Related
Corporation and to be engaged in any substantial gainful activity.

     "Effective Date" has the meaning set forth in Section 15.


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     "Employment Termination Date" has the meaning set forth in Section 7.6.

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

     "Fair  Market  Value"  shall be as  established  in good  faith by the Plan
Administrator  or,  (a) if the  Common  Stock is listed on the  Nasdaq  National
Market,  the closing  sales price for the Common Stock as reported by the Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock  Exchange or the American Stock  Exchange,  the closing sales
price for the Common Stock as such price is  officially  quoted in the composite
tape of  transactions  on such exchange for a single trading day. If there is no
such  reported  price for the Common Stock for the date in  question,  then such
price  on the  last  preceding  date  for  which  such  price  exists  shall  be
determinative of Fair Market Value.

     "Grant Date" means the date on which the Plan  Administrator  completes the
corporate action relating to the grant of an Award and all conditions  precedent
to the grant have been satisfied, provided that conditions to the exercisability
or vesting of Awards shall not defer the Grant Date.

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

     "Officer"  means any  person  who is an  "officer"  as that term is defined
under Section 16 of the Exchange Act and Rule 16a-1(f)  thereunder in accordance
with Nasdaq Rule 4350(i).

     "Option Term" has the meaning set forth in Section 7.3.

     "Parent" means any entity, whether now or hereafter existing, that directly
or indirectly controls the Company.

     "Participant"  means (a) the person to whom an Award is granted;  (b) for a
Participant  who has died,  the  personal  representative  of the  Participant's
estate,  the  person(s)  to whom the  Participant's  rights under the Award have
passed by will or by the  applicable  laws of descent and  distribution,  or the
beneficiary  designated in  accordance  with Section 10; or (c) the person(s) to
whom an Award has been transferred in accordance with Section 10.

     "Plan  Administrator"  means  the  Board  or any  committee  or  committees
designated by the Board to administer the Plan under Section 3.1.

     "Related Corporation" means any Parent or Subsidiary of the Company.

     "Retirement" means retirement as of the individual's normal retirement date
under the Company's  401(k) plan or other similar  successor plan  applicable to
salaried  employees unless otherwise defined by the Plan Administrator from time
to time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Stock Award" means an Award of Common Stock or units denominated in Common
Stock  granted  under Section 8, the rights of ownership of which may be subject
to restrictions prescribed by the Plan Administrator.

     "Subsidiary" means any entity that is directly or indirectly  controlled by
the Company.

     "Successor Corporation" has the meaning set forth in Section 11.3.2.


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     "Vesting  Commencement  Date"  means  the  Grant  Date or such  other  date
selected by the Plan  Administrator  as the date from which the Option begins to
vest for purposes of Section 7.4.

                            SECTION 3. ADMINISTRATION

3.1      Plan Administrator

The Plan shall be  administered  by the Board and/or a committee  or  committees
(which term includes subcommittees)  appointed by, and consisting of two or more
members  of,  the Board (a "Plan  Administrator").  If and so long as the Common
Stock is registered  under Section 12(b) or 12(g) of the Exchange Act, the Board
shall  consider  in  selecting  the  members  of any  committee  acting  as Plan
Administrator,  with respect to any persons  subject or likely to become subject
to Section  16 of the  Exchange  Act,  the  provisions  regarding  (a)  "outside
directors" as  contemplated  by Section 162(m) of the Code and (b)  "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding
the foregoing,  the Board may delegate the  responsibility for administering the
Plan with  respect to  designated  classes  of  eligible  persons  to  different
committees  consisting  of one or more  members  of the  Board,  subject to such
limitations as the Board deems  appropriate.  Committee  members shall serve for
such term as the Board may  determine,  subject  to  removal by the Board at any
time.

3.2      Administration and Interpretation by Plan Administrator

Except for the terms and  conditions  explicitly set forth in the Plan, the Plan
Administrator shall have exclusive  authority,  in its discretion,  to determine
all matters  relating  to Awards  under the Plan,  including  the  selection  of
individuals to be granted  Awards,  the type of Awards,  the number of shares of
Common  Stock  subject to an Award,  all  terms,  conditions,  restrictions  and
limitations,  if any, of an Award and the terms of any instrument that evidences
the  Award.  The Plan  Administrator  shall  also have  exclusive  authority  to
interpret the Plan and the terms of any instrument  evidencing the Award and may
from time to time adopt and change rules and regulations of general  application
for the Plan's  administration.  The Plan Administrator's  interpretation of the
Plan and its rules and  regulations,  and all actions  taken and  determinations
made by the Plan  Administrator  pursuant to the Plan,  shall be conclusive  and
binding on all parties involved or affected. The Plan Administrator may delegate
administrative duties to such Officers as it so determines.

                      SECTION 4. STOCK SUBJECT TO THE PLAN

4.1      Authorized Number of Shares

Subject to  adjustment  from time to time as provided in Section 11.1, a maximum
of 1,700,000  shares of Common Stock shall be available  for issuance  under the
Plan.  Shares issued under the Plan shall be drawn from  authorized and unissued
shares or shares now held or  subsequently  acquired  by the Company as treasury
shares.  Notwithstanding  the  foregoing,  during  the first  three-year  period
commencing  on the  effective  date of the Plan,  Officers and  Directors of the
Company shall not receive Awards for more than 49% of the shares of Common Stock
underlying  the  Awards  that  are  granted  during  such   three-year   period.
Thereafter,  on an annual basis, Officers and Directors of the Company shall not
receive Awards for more than 49% of the shares of Common Stock underlying Awards
that are granted during such one-year period.

4.2      Reuse of Shares

Any shares of Common Stock that have been made subject to an Award that cease to
be subject to an award (other than by reason of exercise or payment of the Award
to the extent it was  exercised  for or  settled  in vested  and  nonforfeitable
shares) shall again be available  for issuance in connection  with future grants
of Awards under the Plan.

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                             SECTION 5. ELIGIBILITY

Subject to Section 4.1, awards may be granted to those  Officers,  Directors and
employees of the Company and its Related  Corporations as the Plan Administrator
from  time to time  selects.  Awards  may also be made to  consultants,  agents,
advisor and independent  contractors who are engaged to provides services to the
Company and its Related Corporations;  provided, however, that such Participants
(a) are natural or non-natural  persons or an alter ego entity,  (b) render bona
fide  services  that  are not in  connection  with  the  offer  and  sale of the
Company's  securities in a capital-raising  transaction and (c) render bona fide
services that do not directly or indirectly promote or maintain a market for the
Company's securities.

                                SECTION 6. AWARDS

6.1      Form and Grant of Awards

The Plan  Administrator  shall have the authority,  in its sole  discretion,  to
determine the type or types of Awards to be made under the Plan. Such Awards may
include, but are not limited to, Options and Stock Awards. Awards may be granted
singly or in combination.

6.2      Settlement of Awards

The Company may settle  Awards  through the delivery of shares of Common  Stock,
cash payments,  the granting of replacement Awards or any combination thereof as
the Plan Administrator shall determine. Any Award settlement,  including payment
deferrals, may be subject to such conditions,  restrictions and contingencies as
the Plan  Administrator  shall determine.  The Plan  Administrator may permit or
require the deferral of any Award payment,  subject to such rules and procedures
as it may establish,  which may include  provisions for the payment or crediting
of interest,  or dividend  equivalents,  including  converting such credits into
deferred stock equivalents.  The Plan Administrator may at any time offer to buy
out, for a payment in cash or Common Stock, an Award previously granted based on
such  terms  and  conditions  as the  Plan  Administrator  shall  establish  and
communicate to the Participant at the time such offer is made.

6.3      Acquired Company Awards

Notwithstanding anything in the Plan to the contrary, the Plan Administrator may
grant Awards under the Plan in substitution for awards issued under other plans,
or assume under the Plan awards issued under other plans, if the other plans are
or were plans of other acquired entities ("Acquired Entities") (or the parent of
an  Acquired  Entity)  and the new  Award is  substituted,  or the old  award is
assumed, by reason of a merger, consolidation, acquisition of property or stock,
reorganization or liquidation (the "Acquisition Transaction"). In the event that
a written agreement  pursuant to which the Acquisition  Transaction is completed
is approved by the Board and said  agreement sets forth the terms and conditions
of the  substitution  for or  assumption of  outstanding  awards of the Acquired
Entity,  said terms and conditions  shall be deemed to be the action of the Plan
Administrator  without any further action by the Plan  Administrator,  except as
may be required for  compliance  with Rule 16b-3 under the Exchange Act, and the
persons holding such awards shall be deemed to be Participants.

                          SECTION 7. AWARDS OF OPTIONS

7.1      Grant of Options

The Plan Administrator is authorized under the Plan, in its sole discretion,  to
issue Options.

7.2      Option Exercise Price

The exercise price for shares  purchased  under an Option shall be as determined
by the Plan  Administrator,  but shall  not be less than 85% of the Fair  Market
Value of the Common Stock on the Grant Date.


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7.3      Term of Options

The term of each Option (the "Option  Term") shall be as established by the Plan
Administrator or, if not so established, shall be ten years from the Grant Date.

7.4      Exercise of Options

The Plan  Administrator  shall  establish and set forth in each  instrument that
evidences an Option the time at which, or the  installments in which, the Option
shall vest and become exercisable, which provisions may be waived or modified by
the Plan  Administrator  at any time.  If not  otherwise so  established  in the
instrument  evidencing the Option,  the Option shall vest and become exercisable
at a rate of  twenty-five  percent (25%) per year from the Vesting  Commencement
Date, which may be waived or modified by the Plan Administrator at any time. The
Plan  Administrator  may  adjust the  vesting  schedule  of an Option  held by a
Participant  who works less than "full time" as that term is defined by the Plan
Administrator.  To the extent an Option has vested and become  exercisable,  the
Option  may be  exercised  from time to time by  delivery  to the  Company  of a
written stock option exercise  agreement or notice,  in a form and in accordance
with procedures established by the Plan Administrator,  setting forth the number
of shares with respect to which the Option is being exercised,  the restrictions
imposed on the shares purchased under such exercise agreement,  if any, and such
representations  and  agreements  as may be required by the Plan  Administrator,
accompanied  by payment in full as  described  in Section  7.5. An Option may be
exercised  only for  whole  shares  and may not be  exercised  for  less  than a
reasonable  number  of  shares  at any  one  time,  as  determined  by the  Plan
Administrator.

7.5      Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to
the  Company by  delivery  of  consideration  equal to the product of the Option
exercise price and the number of shares purchased.  Such  consideration  must be
paid in cash or by check (acceptable to the Plan  Administrator)  or, unless the
Plan Administrator in its sole discretion  determines  otherwise,  either at the
time the  Option  is  granted  or at any time  before  it is  exercised,  in any
combination of

     (a) cash or check (acceptable to the Plan Administrator);

     (b)  tendering  (either  actually or, if and so long as the Common Stock is
registered  under Section  12(b) or 12(g) of the Exchange  Act, by  attestation)
shares of Common Stock already owned by the  Participant for at least six months
(or any shorter period necessary to avoid a charge to the Company's earnings for
financial reporting purposes) having a Fair Market Value on the day prior to the
exercise date equal to the aggregate Option exercise price;

     (c) if and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Exchange  Act,  delivery of a properly  executed  exercise  notice,
together with irrevocable instructions to (i) a brokerage firm designated by the
Company to deliver  promptly to the Company the aggregate amount of sale or loan
proceeds to pay the Option  exercise price and any  withholding  tax obligations
that may  arise in  connection  with the  exercise  and (ii) to the  Company  to
deliver the  certificates  for such purchased  shares directly to such brokerage
firm, all in accordance with the regulations of the Federal Reserve Board; or

     (d) such other consideration as the Plan Administrator may permit.

In addition, to assist a Participant  (including a Participant who is an Officer
or a Director of the Company) in acquiring shares of Common Stock pursuant to an
Award granted under the Plan, the Plan  Administrator,  in its sole  discretion,
may authorize, either at the Grant Date or at any time before the acquisition of
Common  Stock  pursuant to the Award,  (i) the payment by a  Participant  of the
purchase price of the Common Stock by a promissory note, (ii) the payment by the
Participant of the purchase price, if any, of the Common Stock in  installments,
or (iii) the guarantee by the Company of a loan obtained by the Participant from
a third party. Such notes or loans must be full recourse to the extent necessary
to avoid charges to the Company's  earnings for  financial  reporting  purposes.
Subject to the foregoing,  the Plan  Administrator  shall in its sole discretion
specify


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the terms of any loans,  installment payments or loan guarantees,  including the
interest rate (which shall not be less than a market rate of interest) and terms
of and security for repayment.

7.6      Post-Termination Exercises

The Plan  Administrator  shall  establish and set forth in each  instrument that
evidences an Option whether the Option shall continue to be exercisable, and the
terms and  conditions of such exercise,  if a Participant  ceases to be employed
by, or to provide  services to, the Company or its Related  Corporations,  which
provisions may be waived or modified by the Plan  Administrator  at any time. If
not so established in the instrument  evidencing the Option, the Option shall be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time:

     (a) Any portion of an Option that is not vested and exercisable on the date
of a termination of the  Participant's  employment or service  relationship (the
"Employment Termination Date") shall expire on such date.

     (b)  Any  portion  of an  Option  that is  vested  and  exercisable  on the
Employment Termination Date shall expire on the earliest to occur of

          (i) The last day of the Option Term (the "Option Expiration Date");

          (ii) if the  Participant's  Employment  Termination  Date  occurs  for
     reasons other than Cause,  death,  Disability or Retirement the three-month
     anniversary of such Termination Date; and

          (iii) if the  Participant's  Employment  Termination  Date  occurs  by
     reason of Disability, Retirement or death, the one-year anniversary of such
     Termination  Date.

     Notwithstanding  the foregoing,  if a Participant dies within 30 days after
     the Employment  Termination  Date, the portion of the Option that is vested
     and exercisable on such Employment  Termination  Date shall expire upon the
     earlier  to occur of (y) the last day of the  Option  Term and (z) one year
     after  the  date  of  death,  unless  the  Plan  Administrator   determines
     otherwise.

     Also  notwithstanding  the  foregoing,   in  case  of  termination  of  the
     Participant's  employment  or service  relationship  for Cause,  the Option
     shall  automatically  expire upon first  notification to the Participant of
     such termination,  unless the Plan Administrator determines otherwise. If a
     Participant's  employment  or  service  relationship  with the  Company  is
     suspended  pending an  investigation  of whether the  Participant  shall be
     terminated  for  Cause,  all the  Participant's  rights  under  any  Option
     likewise  shall be  suspended  during the period of  investigation.  If any
     facts that would  constitute  termination for Cause are discovered  after a
     Participant's  relationship  with the Company or a Related  Corporation has
     ended,  any  Option  then  held  by  the  Participant  may  be  immediately
     terminated by the Plan Administrator, in its sole discretion.

     A Participant's  transfer of employment or service  relationship between or
     among the Company and its Related Corporations,  or a change in status from
     an employee to a consultant,  agent,  advisor or independent  contractor or
     vice versa,  shall not be considered a termination of employment or service
     for purposes of this Section 7. The effect of a  Company-approved  leave of
     absence on the terms and conditions of an Option shall be determined by the
     Plan Administrator, in its sole discretion.

                             SECTION 8. STOCK AWARDS

8.1      Grant of Stock Awards

The Plan  Administrator  is  authorized to make Awards of Common Stock or Awards
denominated in units of Common Stock on such terms and conditions and subject to
such  restrictions,  if any (which may be based on  continuous  service with the
Company or the  achievement of  performance  goals),  as the Plan  Administrator
shall  determine,   in  its  sole  discretion,   which  terms,   conditions  and
restrictions  shall be set forth in the  instrument


<PAGE>

evidencing  the Award.  The terms,  conditions  and  restrictions  that the Plan
Administrator  shall  have  the  power  to  determine  shall  include,   without
limitation,  the manner in which shares  subject to Stock Awards are held during
the periods they are subject to restrictions and the  circumstances  under which
repurchase or forfeiture of the Stock Award shall occur by reason of termination
of the Participant's employment or service relationship.

8.2      Issuance of Shares

Upon the satisfaction of any terms,  conditions and  restrictions  prescribed in
respect  to a Stock  Award,  or upon a  Participant's  release  from any  terms,
conditions  and  restrictions  of a  Stock  Award,  as  determined  by the  Plan
Administrator,  the  Company  shall  release,  as  soon as  practicable,  to the
Participant  or,  in  the  case  of the  Participant's  death,  to the  personal
representative of the Participant's  estate or as the appropriate court directs,
the appropriate number of shares of Common Stock.

8.3      Waiver of Restrictions

Notwithstanding any other provisions of the Plan, the Plan Administrator may, in
its sole discretion, waive the forfeiture period and any other terms, conditions
or restrictions on any Stock Award under such  circumstances and subject to such
terms and conditions as the Plan Administrator shall deem appropriate.

                             SECTION 9. WITHHOLDING

The Company may require the  Participant to pay to the Company the amount of any
withholding  taxes that the Company is required to withhold  with respect to the
grant,  vesting or exercise of an Award. Subject to the Plan and applicable law,
the Plan  Administrator  may, in its sole discretion,  permit the Participant to
satisfy withholding obligations, in whole or in part, (a) by paying cash, (b) by
electing  to have  the  Company  withhold  shares  of  Common  Stock  (up to the
employer's  minimum  required  federal  tax  withholding  rate to the extent the
Participant  has  owned the  tendered  shares  for less than six  months if such
limitation is necessary to avoid a charge to the Company for financial reporting
purposes), or (c) by transferring to the Company shares of Common Stock (already
owned by the  Participant  for the  period  necessary  to avoid a charge  to the
Company's  earnings for financial  reporting  purposes),  in such amounts as are
equivalent to the Fair Market Value of the withholding  obligation.  The Company
shall have the right to  withhold  from any Award or any shares of Common  Stock
issuable  pursuant  to an  Award  (up to the  employer's  minimum  required  tax
withholding  rate) or from any cash amounts  otherwise due or to become due from
the Company to the Participant in an amount equal to such taxes.

                            SECTION 10. ASSIGNABILITY

Awards  granted  under the Plan and any  interest  therein may not be  assigned,
pledged  or  transferred  by the  Participant  and may not be  made  subject  to
attachment or similar  proceedings  otherwise  than by will or by the applicable
laws of descent and  distribution,  and, during a Participant's  lifetime,  such
Awards may only be exercised by the Participant.  Notwithstanding the foregoing,
the Plan  Administrator,  in its sole  discretion,  may permit such  assignment,
transfer  and  exercisability  and may  permit  a  Participant  to  designate  a
beneficiary who may exercise the Award or receive  compensation  under the Award
after the Participant's death; provided,  however, that any Award so assigned or
transferred  shall be subject to all the same terms and conditions  contained in
the instrument evidencing the Award.

                             SECTION 11. ADJUSTMENTS

11.1     Adjustment of Shares

In the event, at any time or from time to time, a stock  dividend,  stock split,
spin-off,   combination  or  exchange  of  shares,   recapitalization,   merger,
consolidation,  distribution to stockholders  other than a normal cash dividend,
or other change in the Company's  corporate or capital  structure results in (a)
the  outstanding  shares,  or any securities  exchanged  therefor or received in
their place, being exchanged for a different number or kind or class


<PAGE>

of securities of the Company or of any other  corporation or (b) new,  different
or  additional  securities  of the  Company  or of any other  corporation  being
received by the holders of shares of Common Stock of the Company,  then the Plan
Administrator shall make proportional  adjustments in (i) the maximum number and
kind of securities  subject to the Plan as set forth in Section 4.1 and (ii) the
number and kind of securities that are subject to any outstanding  Award and the
per share price of such securities, without any change in the aggregate price to
be paid therefor. The determination by the Plan Administrator as to the terms of
any  of  the   foregoing   adjustments   shall  be   conclusive   and   binding.
Notwithstanding the foregoing,  a dissolution or liquidation of the Company or a
Corporate  Transaction  shall not be governed by this  Section 11.1 but shall be
governed by Sections 11.2 and 11.3, respectively.

11.2     Dissolution or Liquidation

In the event of a proposed  dissolution or liquidation of the Company,  the Plan
Administrator  shall notify each Participant as soon as practicable prior to the
effective  date of such  proposed  transaction.  The Plan  Administrator  in its
discretion  may permit a Participant  to exercise an Option until ten days prior
to such transaction with respect to all vested and exercisable  shares of Common
Stock covered  thereby and with respect to such number of unvested shares as the
Plan  Administrator  shall determine.  In addition,  the Plan  Administrator may
provide that any forfeiture provision or Company repurchase option applicable to
any Award  shall  lapse as to such  number  of shares as the Plan  Administrator
shall determine,  contingent upon the occurrence of the proposed  dissolution or
liquidation at the time and in the manner contemplated.  To the extent an Option
has not been  previously  exercised,  the Option shall  terminate  automatically
immediately  prior to the consummation of the proposed  action.  To the extent a
forfeiture provision applicable to a Stock Award has not been waived by the Plan
Administrator,  the Stock Award  shall be  forfeited  automatically  immediately
prior to the consummation of the proposed action.

11.3     Corporate Transaction

         11.3.1   Definition

"Corporate Transaction" means any of the following events:

(a)  Consummation  of any merger or  consolidation  of the Company  with or into
another corporation; or

(b)  Consummation  of  any  sale,  lease,  exchange  or  other  transfer  in one
transaction or a series of related  transactions of all or substantially  all of
the  Company's  outstanding  securities  or  substantially  all of the Company's
assets  other  than a  transfer  of the  Company's  assets  to a  majority-owned
subsidiary  corporation (as that term is used for purposes of Section 422 of the
Code) of the Company;

provided,  however,  that a Corporate Transaction shall not include (i) a merger
of the Company in which the holders of shares of Common Stock  immediately prior
to the  merger  hold at least a majority  of the  shares of Common  Stock in the
surviving corporation  immediately after the merger, (ii) a mere reincorporation
of the  Company,  or (iii) a  transaction  undertaken  for the sole  purpose  of
creating a holding company.

         11.3.2   Options

In the event of a Corporate  Transaction,  except as  otherwise  provided in the
instrument  evidencing the Award,  each  outstanding  Option shall be assumed or
continued  or an  equivalent  option  or  right  substituted  by  the  surviving
corporation,  the successor corporation or its parent corporation, as applicable
(the  "Successor  Corporation").  In the event  that the  Successor  Corporation
refuses to assume,  continue  or  substitute  for the Option,  the Option  shall
terminate upon the consummation of the Corporate Transaction.

         11.3.3   Stock Awards

In the event of a Corporate  Transaction,  except as  otherwise  provided in the
instrument  evidencing  the Award,  Stock Awards shall  terminate or be assumed,
continued or replaced with an equivalent  award of the Successor  Corporation to
the same extent  outstanding  Options are  terminated  or assumed,  continued or
replaced, as applicable,  by the Successor Corporation.  If unvested Options are
to be assumed,  continued or replaced  with an  equivalent  award by a Successor
Corporation  upon the  occurrence  of a Corporate  Transaction,  the  forfeiture


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provisions  to which Stock  Awards are subject  shall  continue  with respect to
shares of the  Successor  Corporation  that may be issued in  exchange  for such
shares.

11.4     Further Adjustment of Awards

Subject  to  Sections  11.2 and  11.3,  the Plan  Administrator  shall  have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization,  liquidation or change of control of the Company,  as defined by
the Plan  Administrator,  to take such  further  action as it  determines  to be
necessary or advisable, and fair and equitable to the Participants, with respect
to Awards.  Such  authorized  action may  include  (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions  on,  Awards so as to  provide  for  earlier,  later,  extended  or
additional time for exercise, lifting restrictions and other modifications,  and
the Plan  Administrator  may take such actions with respect to all Participants,
to certain  categories of Participants or only to individual  Participants.  The
Plan Administrator may take such action before or after granting Awards to which
the action relates and before or after any public  announcement  with respect to
such  sale,  merger,  consolidation,  reorganization,  liquidation  or change of
control that is the reason for such action.

11.5     Limitations

The  grant of Awards  shall in no way  affect  the  Company's  right to  adjust,
reclassify,  reorganize or otherwise change its capital or business structure or
to merge, consolidate,  dissolve,  liquidate or sell or transfer all or any part
of its business or assets.

11.6     Fractional Shares

In the event of any  adjustment  in the  number of shares  covered by any Award,
each such Award shall cover only the number of full shares  resulting  from such
adjustment.

                           SECTION 12. MARKET STANDOFF

In connection with any underwritten public offering by the Company of its equity
securities  pursuant  to an  effective  registration  statement  filed under the
Securities  Act,  a person  shall  not  sell,  make  any  short  sale of,  loan,
hypothecate,  pledge, grant any option for the purchase of, or otherwise dispose
of or transfer  for value or otherwise  agree to engage in any of the  foregoing
transactions  with  respect to any shares  issued  pursuant to an Award  granted
under  the  Plan  without  the  prior  written  consent  of the  Company  or its
underwriters. Such limitations shall be in effect for such period of time as may
be requested by the Company or such underwriters;  provided, however, that in no
event shall such period  exceed 180 days.  The  limitations  of this  Section 12
shall  in all  events  terminate  two  years  after  the  effective  date of the
Company's initial public offering.

                      SECTION 13. AMENDMENT AND TERMINATION

13.1     Amendment of Plan

The Plan may be  amended  only by the Board in such  respects  as it shall  deem
advisable.

13.2     Termination of Plan

The  Board  may  suspend  or  terminate  the  Plan at any  time.  Unless  sooner
terminated  as provided  herein,  the Plan shall  terminate  ten years after the
Plan's adoption by the Board.

13.3     Consent of Participant

The  amendment or  termination  of the Plan or the  amendment of an  outstanding
Award  shall not,  without the  Participant's  consent,  impair or diminish  any
rights or obligations  under any Award  theretofore  granted to the  Participant
under the Plan.  Notwithstanding the foregoing, any adjustments made pursuant to
Section 11 shall not be subject to these restrictions.


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                               SECTION 14. GENERAL

14.1     Evidence of Awards

Awards  granted under the Plan shall be evidenced by a written  instrument  that
shall contain such terms,  conditions,  limitations and restrictions as the Plan
Administrator shall deem advisable and that are not inconsistent with the Plan.

14.2     No Individual Rights

Nothing  in the Plan or any  Award  granted  under  the Plan  shall be deemed to
constitute  an  employment  contract  or  confer  or be  deemed to confer on any
Participant  any right to continue  in the employ of, or to  continue  any other
relationship  with,  the Company or any Related  Corporation or limit in any way
the right of the Company or any Related Corporation to terminate a Participant's
employment or other relationship at any time, with or without Cause.

14.3     Registration

Notwithstanding  any other  provision  of the Plan,  the  Company  shall have no
obligation to issue or deliver any shares of Common Stock under the Plan or make
any other distribution of benefits under the Plan unless such issuance, delivery
or  distribution  would  comply with all  applicable  laws  (including,  without
limitation,  the  requirements  of  the  Securities  Act),  and  the  applicable
requirements of any securities  exchange or similar entity. The Company shall be
under no obligation to any  Participant to register for offering or resale or to
qualify for exemption  under the Securities Act, or to register or qualify under
state  securities  laws,  any shares of Common Stock,  security or interest in a
security paid or issued under, or created by, the Plan, or to continue in effect
any  such  registrations  or  qualifications  if made.  The  Company  may  issue
certificates  for shares with such legends and subject to such  restrictions  on
transfer  and  stop-transfer  instructions  as  counsel  for the  Company  deems
necessary  or  desirable  for  compliance  by the Company with federal and state
securities laws.

To the extent that the Plan or any  instrument  evidencing an Award provides for
issuance  of stock  certificates  to reflect  the  issuance  of shares of Common
Stock,  the issuance may be effected on a  noncertificated  basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.

14.4     No Rights as a Stockholder

No Option or Stock Award  denominated in units shall entitle the  Participant to
any cash dividend,  voting or other right of a stockholder  unless and until the
date of  issuance  under the Plan of the  shares  that are the  subject  of such
Award.

14.5     Compliance With Laws and Regulations

Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in
its  sole  discretion,  may  bifurcate  the  Plan so as to  restrict,  limit  or
condition the use of any provision of the Plan to Participants  who are officers
or directors  subject to Section 16 of the Exchange Act without so  restricting,
limiting or conditioning the Plan with respect to other Participants.

14.6     Participants in Foreign Countries

The Plan  Administrator  shall have the  authority to adopt such  modifications,
procedures  and  subplans  as may be  necessary  or  desirable  to  comply  with
provisions of the laws of foreign  countries in which the Company or its Related
Corporations  may operate to assure the  viability of the  benefits  from Awards
granted to Participants employed in such countries and to meet the objectives of
the Plan.

14.7     No Trust or Fund

The Plan is intended to constitute an "unfunded" plan.  Nothing contained herein
shall require the Company to segregate any monies or other  property,  or shares
of Common Stock, or to create any trusts, or to make any


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special   deposits  for  any  immediate  or  deferred  amounts  payable  to  any
Participant,  and no  Participant  shall have any rights that are  greater  than
those of a general unsecured creditor of the Company.

14.8     Severability

If any provision of the Plan or any Award is  determined to be invalid,  illegal
or unenforceable in any  jurisdiction,  or as to any person, or would disqualify
the Plan or any Award under any law deemed applicable by the Plan Administrator,
such  provision  shall be construed or deemed  amended to conform to  applicable
laws,  or, if it cannot be so construed or deemed amended  without,  in the Plan
Administrator's determination, materially altering the intent of the Plan or the
Award,  such  provision  shall be  stricken as to such  jurisdiction,  person or
Award,  and the  remainder  of the Plan and any such Award shall  remain in full
force and effect.

14.9     Choice of Law

The Plan and all  determinations  made and actions taken pursuant hereto, to the
extent  not  otherwise  governed  by the  laws of the  United  States,  shall be
governed  by the laws of the  State  of  California  without  giving  effect  to
principles of conflicts of law.

                           SECTION 15. EFFECTIVE DATE

The effective date is the date on which the Plan is adopted by the Board.


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                    PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
                                  SUMMARY PAGE


   Date of Board                                                Section/Effect
       Action                         Action                     of Amendment

December 11 , 2001            Initial Plan Adoption