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                                                                   EXHIBIT 10.33

                               STM WIRELESS, INC.
                            2002 STOCK INCENTIVE PLAN

         This 2002 STOCK INCENTIVE PLAN (the "Plan") is hereby established and
adopted as of January 1, 2002 (the "Effective Date") by STM Wireless, Inc., a
Delaware corporation (the "Company").



                                    ARTICLE 1

                              PURPOSES OF THE PLAN

     1.1 Purposes. The purposes of the Plan are (a) to enhance the Company's
ability to attract, motivate and retain the services of qualified employees,
officers, directors, consultants and other service providers (to the extent
qualifying under Article 3 hereof) upon whose judgment, initiative and efforts
the successful conduct and development of the Company's business largely
depends, and (b) to provide additional incentives to such persons or entities to
devote their utmost effort and skill to the advancement and betterment of the
Company, by providing them an opportunity to participate in the ownership of the
Company and thereby have an interest in the success and increased value of the
Company.



                                    ARTICLE 2

                                  DEFINITIONS

     For purposes of this Plan, the following terms shall have the meanings
indicated:

     2.1 "Administrator" means the Board or, if the Board delegates
responsibility for any matter to the Committee, the term Administrator shall
mean the Committee.

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

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

     2.4 "Change in Control" shall mean (i) the acquisition, directly or
indirectly, in one transaction or a series of related transactions, by any
person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) of the beneficial ownership of securities of
the Company possessing more than fifty percent (50%) of the total combined
voting power of all outstanding securities of the Company; (ii) a merger or
consolidation in which the holders of the outstanding voting securities of the
Company immediately prior to such merger or consolidation hold, in the
aggregate, securities possessing less than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving or
acquiring entity immediately after such merger or consolidation; (iii) the sale,
transfer or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (iv)
the approval by the shareholders of a plan or proposal for the liquidation or
dissolution of the Company.

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

     2.6 "Committee" means a committee of two or more members of the Board
appointed to administer the Plan, as set forth in Section 7.1 hereof.

     2.7 "Common Stock" means the Common Stock, $0.001 par value, of the
Company, subject to adjustment pursuant to Section 4.2 hereof.

     2.8 "Covered Employee" means the Chief Executive Officer of the Company (or
the individual acting in such capacity) and the four (4) other individuals that
are the highest compensated officers of the Company for the relevant taxable
year for whom total compensation is required to be reported to shareholders
under the Exchange Act.

     2.9 "Disability" means permanent and total disability as defined in Section
22(e)(3) of the Code. The Administrator's determination of a Disability or the
absence thereof shall be conclusive and binding on all interested parties.

     2.10 "Effective Date" means January 1, 2002, which is the date on which the
Plan was adopted by the Board.

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

     2.12 "Exercise Price" means the purchase price per share of Common Stock
payable upon exercise of an Option.

     2.13 "Fair Market Value" on any given date means the value of one share of
Common Stock, determined as follows:

          (a) If the Common Stock is then listed or admitted to trading on a
Nasdaq market system or a stock exchange which reports closing sale prices, the
Fair Market Value shall be the closing sale price on the date of valuation on
such Nasdaq market system or principal stock exchange on which the Common Stock
is then listed or admitted to trading, or, if no closing sale price is quoted on
such day, then the Fair Market Value shall be the closing sale price of the
Common Stock on such Nasdaq market system or such exchange on the next preceding
day on which a closing sale price is quoted.

          (b) If the Common Stock is not then listed or admitted to trading on a
Nasdaq market system or a stock exchange which reports closing sale prices, the
Fair Market Value shall be the average of the closing bid and asked prices of
the Common Stock in the over-the-counter market on the date of valuation.

          (c) If neither (a) nor (b) is applicable as of the date of valuation,
then the Fair Market Value shall be determined by the Administrator in good
faith using any reasonable method of evaluation, which determination shall be
conclusive and binding on all interested parties.

     2.14 "Incentive Option" means any Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

     2.15 "Incentive Option Agreement" means an Option Agreement with respect to
an Incentive Option.


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     2.16 "NASD Dealer" means a broker-dealer that is a member of the National
Association of Securities Dealers, Inc.

     2.17 "Nonqualified Option" means any Option that is not an Incentive
Option. To the extent that any Option designated as an Incentive Option fails in
whole or in part to qualify as an Incentive Option, including, without
limitation, for failure to meet the limitations applicable to a 10% Stockholder
or because it exceeds the annual limit provided for in Section 5.6 below, it
shall to that extent constitute a Nonqualified Option.

     2.18 "Nonqualified Option Agreement" means an Option Agreement with respect
to a Nonqualified Option.

     2.19 "Option" means any option to purchase Common Stock granted pursuant to
the Plan.

     2.20 "Option Agreement" means the written agreement entered into between
the Company and the Optionee with respect to an Option granted under the Plan.

     2.21 "Optionee" means a Participant who holds an Option.

     2.22 "Participant" means an individual or entity who holds an Option or
Restricted Stock under the Plan.

     2.23 "Purchase Price" means the purchase price per share of Restricted
Stock.

     2.24 "Repurchase Right" means the right of the Company or any successor
entity to repurchase Unvested Shares of Restricted Stock pursuant to Section
6.5.

     2.25 "Restricted Stock" means shares of Common Stock issued pursuant to
Article 6 hereof, subject to any restrictions and conditions as are established
pursuant to such Article 6.

     2.26 "Service Provider" means a consultant or other person or entity the
Administrator authorizes to become a Participant in the Plan and who provides
services to (i) the Company, (ii) an Affiliated Company, or (iii) any other
business venture designated by the Administrator in which the Company (or any
entity that is a successor to the Company) or an Affiliated Company has a
significant ownership interest.

     2.27 "Stock Purchase Agreement" means the written agreement entered into
between the Company and a Participant with respect to the purchase of Restricted
Stock under the Plan.

     2.28 "10% Stockholder" means a person who, as of a relevant date, owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of an Affiliated Company.


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                                   ARTICLE 3

                                  ELIGIBILITY

     3.1 Incentive Options. Subject to Section 3.4, only employees of the
Company or of an Affiliated Company (including members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive
Incentive Options under the Plan.

     3.2 Nonqualified Options and Restricted Stock. Subject to Section 3.4,
employees of the Company or of an Affiliated Company, members of the Board
(whether or not employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive Nonqualified Options or acquire Restricted
Stock under the Plan.

     3.3 Limitation on Shares. In no event shall any Participant be granted
Options in any one calendar year pursuant to which the aggregate number of
shares of Common Stock that may be acquired thereunder exceeds two hundred fifty
thousand (250,000) shares, subject to adjustment as to the number and kind of
shares pursuant to Section 4.2 hereof.

     3.4 Restrictions. Notwithstanding Sections 3.1 and 3.2 above or any other
provision of this Plan to the contrary, in the event stockholder approval of the
Plan is required to issue Options or Restricted Stock to any officer or director
of the Company pursuant to the rules and regulations governing Nasdaq or any
stock exchange on which the Company's shares are traded, then no director or
officer of the Company or any Affiliated Company shall be eligible to receive an
Option or acquire Restricted Stock, or any right to receive the same, pursuant
to this Plan unless and until this Plan has been approved by a majority of the
shares present and entitled to vote at a meeting of the Company's stockholders.



                                   ARTICLE 4

                                  PLAN SHARES

     4.1 Shares Subject to the Plan. The number of shares of Common Stock that
may be issued under the Plan shall be equal to five hundred thousand (500,000)
shares, subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. For purposes of this limitation, in the event that (a) all
or any portion of any Option granted under the Plan can no longer under any
circumstances be exercised, or (b) any shares of Common Stock are reacquired by
the Company pursuant to an Incentive Option Agreement, Nonqualified Option
Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to
the unexercised portion of such Option or the shares so reacquired shall again
be available for grant or issuance under the Plan.

     4.2 Changes in Capital Structure. In the event that the outstanding shares
of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, the number and
kind of shares and the price per share subject to outstanding Option Agreements
and Stock Purchase Agreements and the limit on the number of shares under
Section 3.3, all in order to preserve, as nearly as practical, but not to
increase, the benefits to Participants.


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                                   ARTICLE 5

                                    OPTIONS

     5.1 Option Agreement. Each Option granted pursuant to this Plan shall be
evidenced by an Option Agreement which shall specify the number of shares
subject thereto, vesting provisions relating to such Option, the Exercise Price
per share, and whether the Option is an Incentive Option or Nonqualified Option.
As soon as is practical following the grant of an Option, an Option Agreement
shall be duly executed and delivered by or on behalf of the Company to the
Optionee to whom such Option was granted. Each Option Agreement shall be in such
form and contain such additional terms and conditions, not inconsistent with the
provisions of this Plan, as the Administrator shall, from time to time, deem
desirable, including, without limitation, the imposition of any rights of first
refusal and resale obligations upon any shares of Common Stock acquired pursuant
to an Option Agreement. Each Option Agreement may be different from each other
Option Agreement.

     5.2 Exercise Price. The Exercise Price per share of Common Stock covered by
each Option shall be determined by the Administrator, subject to the following:
(a) the Exercise Price of an Incentive Option shall not be less than 100% of
Fair Market Value on the date the Incentive Option is granted, (b) the Exercise
Price of a Nonqualified Option shall not be less than 85% of Fair Market Value
on the date the Nonqualified Option is granted, except for Nonqualified Options
granted to Covered Employees where in such case the Exercise Price shall not be
less than 100% of Fair Market Value on such date, and (c) if the person to whom
an Incentive Option is granted is a 10% Stockholder on the date of grant, the
Exercise Price shall not be less than 110% of Fair Market Value on the date the
Option is granted.

     5.3 Payment of Exercise Price. Payment of the Exercise Price shall be made
upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee (provided that
shares acquired pursuant to the exercise of options granted by the Company must
have been held by the Optionee for the requisite period necessary to avoid a
charge to the Company's earnings for financial reporting purposes), which
surrendered shares shall be valued at Fair Market Value as of the date of such
exercise; (d) the Optionee's full recourse promissory note in a form and on
terms acceptable to the Administrator, provided that an amount equal to at least
the aggregate par value of the shares purchased upon exercise of an Option shall
be paid in such other form of consideration permitted under the Delaware General
Corporation Law; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) a "same day sale" commitment from the Optionee and an
NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and
to sell a portion of the shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; (h) a "margin" commitment
from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to
exercise the Option and to pledge the shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt
of such shares to forward the Exercise Price directly to the Company; or (i) any
combination of the foregoing methods of payment or any other consideration or
method of payment as shall be permitted by applicable corporate law.


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     5.4 Term and Termination of Options. The term and termination of each
Option shall be as fixed by the Administrator, but no Option may be exercisable
more than ten (10) years after the date it is granted. An Incentive Option
granted to a person who is a 10% Stockholder on the date of grant shall not be
exercisable more than five (5) years after the date it is granted.

     5.5 Vesting and Exercise of Options. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

     5.6 Annual Limit on Incentive Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock that,
with respect to any Incentive Options granted under this Plan and any other plan
of the Company or any Affiliated Company, becomes exercisable for the first time
by an Optionee during any calendar year shall not exceed $100,000.

     5.7 Nontransferability of Options. No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee; provided,
however, that, in the discretion of the Administrator, any Option may be
assigned or transferred in any manner unless such assignment or transfer is not
permitted under the Code.

     5.8 Rights as Stockholder. An Optionee or permitted transferee of an Option
shall have no rights or privileges as a Stockholder with respect to any shares
covered by an Option until such Option has been duly exercised and certificates
representing shares purchased upon such exercise have been issued to such
person.

     5.9 Unvested Shares. The Administrator shall have the discretion to grant
Options that are exercisable for unvested shares of Common Stock provided that
the Company retains the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares if the Optionee's service to the
Company terminates before all the shares become vested. The terms upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Administrator and set forth in the document
evidencing such repurchase right.


                                   ARTICLE 6

                                RESTRICTED STOCK

     6.1 Issuance of Restricted Stock. The Administrator shall have the right to
issue, at a Purchase Price determined by the Administrator (provided that such
Purchase Price shall not be less than Fair Market Value for shares issued to a
Covered Employee), shares of Common Stock subject to such terms, restrictions
and conditions as the Administrator may determine at the time of grant
("Restricted Stock"). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or
objectives.

     6.2 Restricted Stock Purchase Agreements. A Participant shall have no
rights with respect to the shares of Restricted Stock covered by a Stock
Purchase Agreement until the Participant has paid the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and has


                                       6

<PAGE>

executed and delivered to the Company the Stock Purchase Agreement. Each Stock
Purchase Agreement shall be in such form, and shall set forth the Purchase Price
and such other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

     6.4 Payment of Purchase Price. Subject to any legal restrictions, payment
of the Purchase Price may be made, in the discretion of the Administrator, by:
(a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the
Participant (provided that shares acquired pursuant to the exercise of options
granted by the Company shall have been held by the Participant for the requisite
period necessary to avoid a charge to the Company's earnings for financial
reporting purposes), which surrendered shares shall be valued at Fair Market
Value as of the date of such acceptance; (d) the Participant's full recourse
promissory note in a form and on terms acceptable to the Administrator, provided
that an amount equal to at least the aggregate par value of the shares purchased
pursuant to a Stock Purchase Agreement shall be paid in such other form of
consideration permitted under the Delaware General Corporation Law; (e) the
cancellation of indebtedness of the Company to the Participant; (f) the waiver
of compensation due or accrued to the Participant for services rendered; or (g)
any combination of the foregoing methods of payment or any other consideration
or method of payment as shall be permitted by applicable corporate law.

     6.4 Rights as a Stockholder. Upon complying with the provisions of Section
6.2 hereof, a Participant shall have the rights of a stockholder with respect to
the Restricted Stock purchased pursuant to a Stock Purchase Agreement, including
voting and dividend rights, subject to the terms, restrictions and conditions as
are set forth in such Stock Purchase Agreement. Unless the Administrator shall
determine otherwise, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares have vested in
accordance with the terms of the Stock Purchase Agreement.

     6.5 Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement or by the Administrator.
In the event of termination of a Participant's employment, service as a director
of the Company or Service Provider status for any reason whatsoever (including
death or disability), the Stock Purchase Agreement may provide, in the
discretion of the Administrator, that the Company shall have the right,
exercisable at the discretion of the Administrator, to repurchase at the
original Purchase Price, any shares of Restricted Stock that have not vested as
of the date of termination.

     6.6 Vesting of Restricted Stock. The Stock Purchase Agreement shall specify
the date or dates, the performance goals or objectives which must be achieved,
and any other conditions on which the Restricted Stock may vest.

     6.7 Dividends. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.


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                                   ARTICLE 7

                           ADMINISTRATION OF THE PLAN

     7.1 Administrator. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
The Board may limit the composition of the Committee to those persons necessary
to comply with the requirements of Section 162(m) of the Code and Section 16 of
the Exchange Act. As used herein, the term "Administrator" means the Board or,
with respect to any matter as to which responsibility has been delegated to the
Committee, the term Administrator shall mean the Committee.

     7.2 Powers of the Administrator. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options or rights to purchase Restricted Stock shall be granted, the number of
shares to be represented by each Option and the number of shares of Restricted
Stock to be offered, and the consideration to be received by the Company upon
the exercise of such Options or sale of such Restricted Stock; (b) to interpret
the Plan; (c) to create, amend or rescind rules and regulations relating to the
Plan; (d) to determine the terms, conditions and restrictions contained in, and
the form of, Option Agreements and Stock Purchase Agreements; (e) to determine
the identity or capacity of any persons who may be entitled to exercise a
Participant's rights under any Option or Stock Purchase Agreement under the
Plan; (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement; (g) to accelerate the vesting of any Option or release or waive any
repurchase rights of the Company with respect to Restricted Stock; (h) to extend
the exercise date of any Option; (i) to provide for rights of first refusal
and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock
Purchase Agreements to provide for, among other things, any change or
modification which the Administrator could have included in the original
Agreement or in furtherance of the powers provided for herein; and (k) to make
all other determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions of the Plan.
Any action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

     7.3 Limitation on Liability. No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal, administrative or
investigative, by reason of such person's conduct in the performance of duties
under the Plan.


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                                   ARTICLE 8

                                CHANGE IN CONTROL

     8.1 Change in Control. In order to preserve a Participant's rights in the
event of a Change in Control of the Company:

         (a) Vesting of all outstanding Options shall accelerate automatically
effective as of immediately prior to the consummation of the Change in Control
unless the Options are to be assumed by the acquiring or successor entity (or
parent thereof) or new options or New Incentives are to be issued in exchange
therefor, as provided in subsection (b) below. If Options accelerate pursuant to
the provisions of this subsection (a), then the Administrator shall cause
written notice of the proposed Change in Control transaction to be given to
Optionees not less than fifteen (15) days prior to the anticipated effective
date of the proposed transaction.

         (b) Unless otherwise provided in an Option Agreement, Vesting of
outstanding Options shall not accelerate if and to the extent that: (i) the
Options (including the unvested portion thereof) are to be assumed by the
acquiring or successor entity (or parent thereof) or new options of comparable
value are to be issued in exchange therefor pursuant to the terms of the Change
in Control transaction, or (ii) in the event the consideration to be received by
the stockholders of the Company in connection with the Change of Control does
not consist of securities, the Options (including the unvested portion thereof)
are to be replaced by the acquiring or successor entity (or parent thereof) with
other incentives of comparable value under a new incentive program ("New
Incentives") containing such terms and provisions as the Administrator in its
discretion may consider equitable. If outstanding Options are assumed, or if new
options of comparable value are issued in exchange therefor, then each such
Option or new option shall be appropriately adjusted, concurrently with the
Change in Control, to apply to the number and class of securities or other
property that the Participant would have received pursuant to the Change in
Control transaction in exchange for the shares issuable upon exercise of the
Option had the Option been exercised immediately prior to the Change in Control,
and appropriate adjustment also shall be made to the Exercise Price such that
the aggregate Exercise Price of each such Option or new option shall remain the
same as nearly as practicable.

         (c) The Administrator in its discretion may provide in any Option
Agreement that if such Option is assumed by an acquiring or successor entity (or
parent thereof) or a new option of comparable value or New Incentive is issued
in exchange therefor pursuant to the terms of a Change in Control transaction,
then vesting of the Option, the new option or the New Incentive shall accelerate
if and at such time as the Participant's service as an employee, director,
officer, consultant or other service provider to the acquiring or successor
entity (or a parent or subsidiary thereof) is terminated involuntarily or
voluntarily under certain circumstances within a specified period following
consummation of the Change in Control, pursuant to such terms and conditions as
shall be set forth in the Option Agreement.

         (d) If outstanding Options will accelerate pursuant to subsection (a)
above, the Administrator in its discretion may provide, in connection with the
Change in Control transaction, for the purchase or exchange of each Option for
an amount of cash or other property having a value equal to the difference (or
"spread") between: (x) the value of the cash or other property that the
Participant would have received pursuant to the Change in Control transaction in
exchange for the shares issuable upon exercise of the Option had the Option been
exercised immediately prior to the


                                       9

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Change in Control, and (y) the Exercise Price of the Option.

         (e) In the event of a Change in Control of the Company, all Repurchase
Rights shall automatically terminate immediately prior to the consummation of
such Change in Control, and the shares of Common Stock subject to such
terminated Repurchase Rights shall immediately vest in full, except to the
extent that: (i) in connection with such Change in Control, the acquiring or
successor entity (or parent thereof) provides for the continuance or assumption
of Stock Purchase Agreements or the substitution of new agreements of comparable
value covering shares of a successor corporation, with appropriate adjustments
as to the number and kind of shares and purchase price, or (ii) such accelerated
vesting is precluded by other limitations imposed by the Administrator in the
Stock Purchase Agreement at the time the Restricted Stock is issued. If the
Repurchase Rights shall terminate pursuant to this subsection (e), then the
Administrator shall cause written notice of the proposed Change in Control
transaction to be given to Purchasers not less than fifteen (15) days prior to
the anticipated effective date of the proposed transaction.

         (f) The Administrator in its discretion may provide in any Stock
Purchase Agreement that if, upon a Change in Control, the acquiring or successor
entity (or parent thereof) provides for the continuance or assumption of such
Stock Purchase Agreement or the substitution of new agreements of comparable
value covering shares of a successor corporation (with appropriate adjustments
as to the number and kind of shares and purchase price), then any Repurchase
Right provided for in such Stock Purchase Agreement shall terminate, and the
shares of Common Stock subject to the terminated Repurchase Right or any
substituted shares shall immediately vest in full, if the Participant's service
as an employee, director, officer, consultant or other service provider to the
acquiring or successor entity (or a parent or subsidiary thereof) is terminated
involuntarily or voluntarily under certain circumstances within a specified
period following consummation of a Change in Control pursuant to such terms and
conditions as shall be set forth in the Stock Purchase Agreement.

         (g) Outstanding Options shall terminate and cease to be exercisable
upon consummation of a Change in Control except to the extent that the Options
are assumed by the successor entity (or parent thereof) or new options of
comparable value or New Incentives are issued in exchange therefor pursuant to
the terms of the Change in Control transaction.


                                   ARTICLE 9

                      AMENDMENT AND TERMINATION OF THE PLAN

     9.1 Amendments. The Board may from time to time alter, amend, suspend or
terminate the Plan in such respects as the Board may deem advisable. No such
alteration, amendment, suspension or termination shall be made which shall
substantially affect or impair the rights of any Participant under an
outstanding Option Agreement or Stock Purchase Agreement without such
Participant's consent. The Board may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionee more favorable tax treatment than that applicable to
Options granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms
and conditions.


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     9.2 Plan Termination. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or rights to purchase Restricted Stock may be
granted under the Plan thereafter, but Option Agreements and Stock Purchase
Agreements then outstanding shall continue in effect in accordance with their
respective terms.


                                   ARTICLE 10

                                 TAX WITHHOLDING

     10.1 Withholding. The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
applicable Federal, state, and local tax withholding requirements with respect
to any Options exercised or Restricted Stock issued under the Plan. To the
extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in part, up to an amount determined on the
basis of the highest marginal tax rate applicable to such Participant, by (a)
directing the Company to apply shares of Common Stock to which the Participant
is entitled as a result of the exercise of an Option or as a result of the
purchase of or lapse of restrictions on Restricted Stock or (b) delivering to
the Company shares of Common Stock owned by the Participant. The shares of
Common Stock so applied or delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.


                                   ARTICLE 11

                                  MISCELLANEOUS

     11.1 Benefits Not Alienable. Other than as provided above, benefits under
the Plan may not be assigned or alienated, whether voluntarily or involuntarily.
Any unauthorized attempt at assignment, transfer, pledge or other disposition
shall be without effect.

     11.2 No Enlargement of Employee Rights. This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Participant to be consideration for, or an
inducement to, or a condition of, the employment of any Participant. Nothing
contained in the Plan shall be deemed to give the right to any Participant to be
retained as an employee of the Company or any Affiliated Company or to interfere
with the right of the Company or any Affiliated Company to discharge any
Participant at any time.

     11.3 Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.

     11.4 Annual Reports. During the term of this Plan, the Company will furnish
to each Participant who does not otherwise receive such materials, copies of all
reports, proxy statements and other communications that the Company distributes
generally to its stockholders.

                                       11