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                                                                    EXHIBIT 4.01

                               DESIGN2DEPLOY, INC.

                                 2000 STOCK PLAN

                           (Effective August 21, 2000)

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                               DESIGN2DEPLOY, INC.

                                 2000 STOCK PLAN

                           (EFFECTIVE AUGUST 21, 2000)

                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                     <C>
1.    Purpose...............................................................   1

2.    Definitions...........................................................   1

3.    Administration........................................................   4

      3.1  Committees of the Board..........................................   4

      3.2  Committee Procedures.............................................   5

      3.3  Authority of the Committee.......................................   5

      3.4  Committee Liability..............................................   5

4.    Eligibility...........................................................   5

5.    Stock Subject to Plan.................................................   5

      5.1  Basic Limitation.................................................   5

      5.2  Additional Shares................................................   6

6.    Terms and Conditions of Grants........................................   6

      6.1  Form and Amount of Stock Grant...................................   6

      6.2  Stock Grant Agreement............................................   6

      6.3  Exercisability...................................................   6

      6.4  Vesting..........................................................   6

      6.5  Duration of Stock Grant..........................................   6

      6.6  Purchase Price...................................................   6

      6.7  Effect of Change in Control......................................   7
</TABLE>

<PAGE>

<TABLE>
<S>   <C>                                                                     <C>
      6.8  Rights as Stockholder............................................   7

7.    Terms and Conditions of Options.......................................   7

      7.1  Stock Option Agreement...........................................   7

      7.2  Number of Shares; Nature of Option...............................   7

      7.3  Purchase Price...................................................   7

      7.4  Exercisability...................................................   8

      7.5  Vesting..........................................................   8

      7.6  Early Exercise...................................................   8

      7.7  Effect of Change in Control......................................   8

      7.8  Term.............................................................   8

      7.9  Exercise of Options on Termination of Service....................   8

      7.10 No Rights as Stockholder.........................................   9

      7.11 Modification, Extension and Assumption of Options................   9

8.    Forms of Payment......................................................   9

      8.1  General Rule.....................................................   9

      8.2  Surrender of Stock...............................................   9

      8.3  Promissory Notes.................................................   9

      8.4  Cashless Exercise................................................   9

      8.5  Other Forms of Payment...........................................   9

9.    Adjustments upon Changes in Common Stock..............................  10

      9.1  General..........................................................  10

      9.2  Merger, Consolidation or Other Reorganization....................  10

      9.3  Reservation of Rights............................................  10
</TABLE>

<PAGE>

<TABLE>
<S>   <C>                                                                     <C>
10.   Withholding Taxes.....................................................  11

      10.1 General..........................................................  11

      10.2 Stock Withholding................................................  11

      10.3 Cashless Exercise/Pledge.........................................  11

      10.4 Other Forms of Payment...........................................  11

11.   Legal Requirements....................................................  11

      11.1 Restrictions on Issuance.........................................  11

      11.2 Restrictions on Transfer.........................................  11

      11.3 Financial Reports................................................  11

12.   Assignment or Transfer of Awards......................................  12

      12.1 General..........................................................  12

      12.2 Trusts...........................................................  12

13.   No Employment Rights..................................................  12

14.   Duration and Amendments...............................................  12

      14.1 Term of the Plan.................................................  12

      14.2 Right to Amend or Terminate the Plan.............................  12

      14.3 Effect of Amendment or Termination...............................  13

15.   Execution.............................................................  13
</TABLE>

<PAGE>

                               DESIGN2DEPLOY, INC.

                                 2000 STOCK PLAN

1.       PURPOSE. The purpose of the Plan is to offer selected employees,
directors and consultants an opportunity to acquire a proprietary interest in
the success of the Company, or to increase such interest, to encourage such
persons to remain in the employ of the Company and to attract new employees with
outstanding qualifications. The Plan seeks to achieve this purpose by providing
for the direct grant or sale of Shares of the Company's Stock and for the grant
of Options to purchase Shares of the Company's Stock. Options granted under the
Plan may include Nonstatutory Stock Options as well as Incentive Stock Options
intended to qualify under Section 422 of the Code. While this Plan is intended
to satisfy Rule 701 under the Securities Act and Section 25102(o) of the
Corporations Code, Options may be granted and Shares may be awarded or sold
under this Plan in reliance upon other federal and state securities law
exemptions and to the extent another exemption is relied upon, the terms of this
Plan which are required only because of Rule 701 or Section 25102(o) need not
apply to the extent provided by the Board in the award agreement.

2.       DEFINITIONS. The following terms shall have the meanings set forth in
this Section 2.

                  "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.

                  "CAUSE" shall mean the reasons for terminating a Key
Contributor's Service, as set forth in a Stock Option Agreement or Stock
Acquisition Agreement between the Company and such Key Contributor.

                  "CHANGE IN CONTROL" shall mean:

         (i)      The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if more than
50% of the combined voting power of the continuing or surviving entity's
securities outstanding immediately after such merger, consolidation or other
reorganization is owned by persons who were not stockholders of the Company
immediately prior to such merger, consolidation or other reorganization; or

         (ii)     Any transaction (other than an issuance of shares by the
Company for cash) in or by means of which one or more persons acting in concert
acquire, in the aggregate, more than 50% of the combined voting power of
Company's outstanding equity securities; or

         (iii)    The sale, transfer or other disposition of all or
substantially all of the Company's assets; or

         (iv)     Any other event determined by the Board to constitute a Change
in Control for purposes of the Plan.

A transaction shall not constitute a Change in Control if: (a) its sole purpose
is to change the state of the Company's incorporation; (b) its sole purpose is
to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's

                                      -1-

<PAGE>

securities immediately before such transaction; or (c) it constitutes the
Company's initial public offering of its securities.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  "COMMITTEE" shall mean a committee consisting of one or more
members of the Board that is appointed by the Board to administer the Plan under
Section 3.

                  "COMMON-LAW EMPLOYEE" shall mean an individual paid from W-2
Payroll of the Company or a Subsidiary. If, during any period, the Company (or a
Subsidiary, as applicable) has not treated an individual as a Common-Law
Employee and, for that reason, has not paid such individual in a manner which
results in the issuance of a Form W-2 and withheld taxes with respect to him or
her, then that individual shall not be an eligible Common-Law Employee for that
period, even if any person, court or government agency determines,
retroactively, that such individual is or was a Common-Law Employee during all
or any portion of that period.

                  "COMPANY" shall mean Design2Deploy, Inc., a Delaware
corporation.

                  "CONSULTANT" shall mean an individual who performs bona fide
Service other than as a Common-Law Employee, a member of the Board, or a member
of the board of directors of a Subsidiary.

                  "CORPORATIONS CODE" shall mean the California Corporations
Code.

                  "EXCHANGE ACT" shall mean the Securities and Exchange Act of
1934, as amended.

                  "FAIR MARKET VALUE" shall mean the determination of the market
price of Shares of the Company's Stock made by the Board, which in all cases
shall be conclusive and binding on all persons in accordance with the following
guidelines:

         (i)      If the Shares are traded over-the-counter on the Valuation
Date but are not traded on the Nasdaq Stock Market or the Nasdaq National Market
System, the Fair Market Value shall be equal to the mean between the last
reported representative bid and asked prices quoted for the Valuation Date by
the principal automated inter-dealer quotation system on which the Shares are
quoted or, if the Shares are not quoted on any such system, by the "Pink Sheets"
published by the National Quotation Bureau, Inc.;

         (ii)     If the Shares are traded over-the-counter on the Valuation
Date and are traded on the Nasdaq Stock Market or the Nasdaq National Market
System, the Fair Market Value shall be equal to the last-transaction price
quoted for the Valuation Date by the Nasdaq Stock Market or the Nasdaq National
Market;

         (iii)    If the Shares are traded on a stock exchange on the Valuation
Date, the Fair Market Value shall be equal to the closing price reported by the
applicable composite transactions report for the Valuation Date; and

<PAGE>

         (iv)     If none of the foregoing provisions is applicable, the Fair
Market Value shall be the determination by the Board in good faith on such basis
as it deems appropriate.

                  "GRANTEE" shall mean the holder of a Stock Grant.

                  "INCENTIVE STOCK OPTION" shall mean an incentive stock option
described in Section 422(b) of the Code.

                  "KEY CONTRIBUTOR" shall mean: (i) an individual who is a
Common-Law Employee of the Company, a Parent or a Subsidiary; (ii) a member of
the Board, including (without limitation) a Non-Employee Director, or an
affiliate of a member of the Board; (iii) a member of the board of directors of
a Subsidiary; or (iv) a Consultant.

                  "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board who
is not a Common-Law Employee of the Company or a Subsidiary and who is otherwise
not disqualified from being a "non-employee director," as set forth in Rule
16b-3 promulgated under the Exchange Act.

                  "NONSTATUTORY STOCK OPTION" shall mean a stock option that is
not an Incentive Stock Option.

                  "OPTION" shall mean an Incentive Stock Option or Nonstatutory
Stock Option granted under the Plan entitling the holder to purchase Shares.

                  "OPTIONEE" shall mean holder of an Option.

                  "PARENT" shall have the meaning set forth in Section 424(e) of
the Code.

                  "PARTICIPANT" shall mean an individual or estate that holds an
Option or Stock Grant.

                  "PLAN" shall mean this 2000 Stock Plan of Design2Deploy, Inc.

                  "PURCHASE PRICE" shall mean the consideration for which one
Share may be acquired under the Plan.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 9 of the Plan.

                  "SERVICE" shall mean service as a Key Contributor.

                  "STOCK" shall mean the Company's common stock.

<PAGE>

                  "STOCK ACQUISITION AGREEMENT" shall mean the agreement between
the Company and a person who acquires Shares under the Plan whether pursuant to
an Option or a Stock Grant.

                  "STOCK GRANT" shall mean a right to acquire Shares under the
Plan other than by the exercise of an Option.

                  "STOCK GRANT AGREEMENT" shall mean the agreement between the
Company and a Grantee that contains the terms, conditions and restrictions
pertaining to a Stock Grant.

                  "STOCK OPTION AGREEMENT" shall mean the agreement between the
Company and an Optionee that contains the terms, conditions and restrictions
pertaining to an Option.

                  "SUBSIDIARY" shall have the meaning set forth in Section
424(f) of the Code.

                  "TEN PERCENT STOCKHOLDER" shall mean an individual who owns
more than 10% of the total combined voting power of all classes of outstanding
stock of the Company, its Parent or any of its Subsidiaries. In determining
stock ownership, the attribution rules of Section 424(d) of the Code shall be
applied and "outstanding stock" shall include all stock actually issued and
outstanding immediately after granting of an Option or Stock Grant, but shall
not include Shares authorized for issuance under outstanding Options held by a
Key Contributor or by any other person.

                  "TOTAL AND PERMANENT DISABILITY" shall mean a Key
Contributor's inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment.

                  "VALUATION DATE" shall mean the date on which the Fair Market
Value of Shares is determined.

                  "W-2 PAYROLL" shall mean the mechanism or procedure the
Company or a Subsidiary utilizes to pay any individual which results in the
issuance of Internal Revenue Service Form W-2 to the individual. "W-2 Payroll"
does not include any mechanism or procedure which results in the issuance of any
Internal Revenue Service form other than Form W-2 to an individual, including,
but not limited to, Form 1099. Whether a mechanism or procedure constitutes "W-2
Payroll" shall be determined in the absolute discretion of the Company (or
Subsidiary, as applicable), and such determination shall be conclusive and
binding on all persons.

3.       ADMINISTRATION.

         3.1      COMMITTEES OF THE BOARD. The Plan shall be administered by the
Board (which, in the absence of a specific designation of a committee, shall be
the Committee); however, any or all administrative functions otherwise
exercisable by the Board may be delegated to a Committee. Members of the
Committee shall serve for such period of time as the Board may determine and
shall be subject to removal by the Board at any time. The Board may also at any
time terminate the functions of the Committee and reassume all powers and
authority previously delegated to the Committee. If a Committee has been
appointed, any reference to the Board in

<PAGE>

the Plan shall be construed as a reference to the Committee to whom the Board
has assigned a particular function. If the Company's Stock becomes publicly
traded, the Board may appoint a Committee which, if appointed, shall be
comprised solely of two or more Non-Employee Directors (although Committee
functions may be delegated to officers to the extent the Options or Stock Grants
are made to persons who are not subject to the reporting requirements of Section
16 of the Exchange Act).

         3.2      COMMITTEE PROCEDURES. The Board shall designate one of the
members of the Committee as chairperson. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by all Committee members, shall be valid acts of the
Committee.

         3.3      AUTHORITY OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have full authority and discretion to take any actions
it deems necessary or advisable for the administration of the Plan. The
Committee has authority to determine, in its sole discretion, to whom, and the
time or times at which, Options or Stock Grants may be made and the number of
Shares subject to each Option or Stock Grant. The Committee has authority to
prescribe, amend and rescind rules and regulations relating to the Plan and to
make all other determinations necessary or advisable for Plan administration.
All decisions, interpretations and other actions of the Committee shall be
final, conclusive and binding on all parties who have an interest in the Plan or
any Option or Shares issued thereunder.

         3.4      COMMITTEE LIABILITY. No member of the Board or the Committee
will be liable for any action or determination made in good faith by the
Committee with respect to the Plan or any Award made under the Plan.

4.       ELIGIBILITY. Only Key Contributors shall be eligible for designation as
Participants by the Board. In addition, only individuals who are Common-Law
Employees shall be eligible for the grant of Incentive Stock Options.

5.       STOCK SUBJECT TO PLAN.

         5.1      BASIC LIMITATION. The Shares issuable under the Plan shall be
authorized but unissued or reacquired Shares of Stock. The maximum number of
Shares which may be issued under the Plan shall not exceed 1,809,740 Shares,
subject to adjustment pursuant to Section 10. In any event, (i) the number of
Shares subject to Options or Stock Grants outstanding at any time under the Plan
shall not exceed the number of Shares which then remain available for issuance
under the Plan; and (ii) to the extent an award is made in reliance upon the
exemption available under Section 25102(o) of the Corporations Code, the number
of Shares subject to Options or Stock Grants outstanding at any time under the
Plan (together with other shares of Stock that must be aggregated for this
purpose) shall not exceed the limitation imposed by Section 260.140.45 of Title
10 of the California Code of Regulations or Section 25102(o) of the Corporations
Code. The Company, during the term of the Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of the Plan. The
number of Shares that may be issued or transferred to any Key Contributor during
any twelve (12) month period

<PAGE>

pursuant to any Options or Stock Grants (in the aggregate) shall not exceed one
million (1,000,000) Shares.

         5.2      ADDITIONAL SHARES. If any outstanding Option or Stock Grant
expires or is canceled, forfeited or otherwise terminated, the Shares allocable
to the unexercised portion of such Option or Stock Grant shall again be
available for issuance under the Plan. If Shares issued under the Plan are
reacquired by the Company pursuant to any right of repurchase or right of first
refusal, such Shares shall again be available for issuance under the Plan,
except that the aggregate number of Shares that may be issued upon the exercise
of Incentive Stock Options shall in no event exceed the number of Shares
reserved for issuance pursuant to Section 5.1 plus the number of Shares that
revert to the Plan pursuant to the first sentence of this Section 5.2, as
adjusted pursuant to Section 9.

6.       TERMS AND CONDITIONS OF GRANTS.

         6.1      FORM AND AMOUNT OF STOCK GRANT. Each Stock Grant shall specify
the number of Shares that are subject to the Stock Grant. A Stock Grant may be
awarded in combination with a Nonstatutory Stock Option and such a Stock Grant
may provide that the Shares subject to the Stock Grant will be forfeited in the
event that the related Nonstatutory Stock Option is exercised.

         6.2      STOCK GRANT AGREEMENT. Each Stock Grant shall be evidenced by
a Stock Grant Agreement between the Grantee and the Company. Each Stock Grant
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions that are not inconsistent with the
Plan as the Board deems appropriate for inclusion in a Stock Acquisition
Agreement. The provisions of the various Stock Grant Agreements entered into
under the Plan need not be identical.

         6.3      EXERCISABILITY. Each Stock Acquisition Agreement shall specify
the conditions upon which the Stock Grant shall become exercisable, if
applicable, which shall be determined by the Board in its sole discretion. If
required by applicable law, however, including the Corporations Code or the
regulations thereunder, each Stock Grant shall become exercisable no less
rapidly than the rate of 20% per year for each of the first five (5) years from
the date of the Stock Grant.

         6.4      VESTING. Each Stock Grant shall specify the conditions upon
which the Grantee's rights in the Shares subject to the Stock Grant shall vest,
which shall be determined by the Board in its sole discretion. If required by
applicable law, however, including the Corporations Code or the regulations
thereunder, the Shares subject to each Stock Grant shall vest no less rapidly
than the rate of 20% per year for each of the first five (5) years from the date
of the Stock Grant.

         6.5      DURATION OF STOCK GRANT. Any Stock Grant shall automatically
expire thirty (30) days after the Stock Grant is communicated in writing to the
Grantee if the Grantee does not, within such thirty (30) day period, accept the
Stock Grant by signing the Stock Grant Agreement.

         6.6      PURCHASE PRICE. The Purchase Price of Shares offered under a
Stock Grant shall be established by the Board and set forth in the Stock Grant
Agreement. To the extent required

<PAGE>

by applicable law, including the Corporations Code or the regulations
thereunder, the Purchase Price shall not be less than 85% of Fair Market Value
(100% for Ten Percent Stockholders). In no event will the Purchase Price be less
than the par value of a Share. The Purchase Price shall be payable in a form
described in Section 8 or, in the discretion of the Board, in consideration for
past services rendered to the Company or for its benefit.

         6.7      EFFECT OF CHANGE IN CONTROL. The Board may determine at the
time of making a Stock Grant or thereafter, that upon a Change in Control such
Stock Grant shall become exercisable as to all or a portion of the Shares
subject to the Stock Grant or that the vesting of a Grantee's rights in all or a
portion of the Shares subject to such Stock Grant shall be accelerated.

         6.8      RIGHTS AS STOCKHOLDER. Holders of Shares acquired under the
Plan shall have the same voting, dividend and other rights as the Company's
other stockholders. A Stock Grant, however, may require that the holder of
Shares acquired under such Stock Grant invest any cash dividends received in
additional Shares. Such additional Shares shall be subject to the same
conditions and restrictions as the Shares with respect to which the dividends
were paid. Such additional Shares shall not reduce the number of Shares
available for issuance under the Plan.

7.       TERMS AND CONDITIONS OF OPTIONS.

         7.1      STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions that are not
inconsistent with the Plan and that the Board deems appropriate for inclusion in
a Stock Option Agreement. The provisions of the various Stock Option Agreements
entered into under the Plan need not be identical.

         7.2      NUMBER OF SHARES; NATURE OF OPTION. Each Stock Option
Agreement shall specify the number of Shares that are subject to the Option and
shall provide for the adjustment of such number of Shares in accordance with
Section 9. The Stock Option Agreement shall also specify whether the Option is
an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such
designation, however, to the extent the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 7.2,
Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.

         7.3      PURCHASE PRICE. The Purchase Price of Shares subject to an
Option shall be established by the Board and set forth in a Stock Option
Agreement. The Purchase Price of Shares subject to an Incentive Stock Option
shall not be less than 100% of the Fair Market Value (110% for Ten Percent
Stockholders) on the date the Option is granted. If required by applicable law,
including the Corporations Code or the regulations thereunder, the Purchase
Price of Shares subject to a Nonstatutory Stock Option shall not be less than
85% of the Fair Market Value (110% for Ten Percent Stockholders) on the date the
Option is granted. In no event shall the Purchase Price be less than the par
value of a Share. The Purchase Price shall be payable in a

<PAGE>

form described in Section 8. Notwithstanding the foregoing, an Option may be
granted with a Purchase Price lower than that prescribed in this Section 7.3 if
the Option grant is attributable to the issuance or assumption of an option in a
transaction to which Section 424(a) of the Code applies.

         7.4      EXERCISABILITY. Each Stock Option Agreement shall specify the
date when the Option becomes exercisable, which shall be determined by the Board
in its sole discretion. If required by applicable law, however, including the
Corporations Code or the regulations thereunder, Options granted to Key
Contributors who are not officers shall become exercisable no less rapidly than
the rate of 20% per year for each of the first five (5) years from the date the
Option is granted.

         7.5      VESTING. Each Stock Option Agreement shall specify the date or
events upon which the Optionee's rights in the Shares subject to the Option
shall vest, which shall be determined by the Board in its sole discretion. If
required by applicable law, however, including the Corporations Code or the
regulations thereunder, Shares subject to Options granted to Key Contributors
who are not officers shall vest no less rapidly than the rate of 20% per year
for each of the first five (5) years from the date the Option is granted.

         7.6      EARLY EXERCISE. A Stock Option Agreement may permit an
Optionee to exercise an Option before it is vested (i.e., make an "early
exercise"), subject to the Company's right to repurchase Shares acquired under
the Option. The Company's right to repurchase Shares shall lapse at the same
rate as the Optionee's rights in the Shares would have vested in accordance with
Section 7.5 had there been no early exercise. If required by applicable law,
including the Corporations Code or the regulations thereunder, the Company's
right to repurchase Shares may be exercised only within ninety (90) days after
the later of (i) the termination of the Optionee's Service or (ii) the date of
exercise of the Option, and in any event for cash or for cancellation of
indebtedness incurred in purchasing the Shares.

         7.7      EFFECT OF CHANGE IN CONTROL. The Board may determine, at the
time of granting an Option or thereafter, that upon a Change in Control such
Option shall become exercisable as to all or a portion of the Shares subject to
the Option or that the vesting of an Optionee's rights in all or a portion of
the Shares subject to such Option shall be accelerated.

         7.8      TERM. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed ten (10) years from the date of grant or, in
the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five
(5) years from the date of grant. Subject to the preceding sentence, the Board
in its sole discretion, shall determine when an Option will expire.

         7.9      EXERCISE OF OPTIONS ON TERMINATION OF SERVICE. Each Option
shall set forth the extent to which the Optionee shall have the right to
exercise the Option following termination of the Optionee's Service with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Board, need not be uniform among all Optionees, and may
reflect distinctions based on the reasons for termination of Service. If
required by applicable law, however, including the Corporations Code or the
regulations thereunder, each Stock Option Agreement shall provide the Optionee
with the right to exercise the Option following the Optionee's termination of
Service during the Option term (x) for at least thirty (30)

<PAGE>

days if termination of Service is due to any reason other than Cause, death or
Total and Permanent Disability, and (y) for at least six (6) months after
termination of Service if due to death or Total and Permanent Disability.

         7.10     NO RIGHTS AS STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
subject to an Option until such person becomes entitled to receive such Shares
by delivering to the Company a signed Stock Acquisition Agreement and paying the
Purchase Price pursuant to the terms of such Option.

         7.11     MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Board may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Purchase
Price. The foregoing notwithstanding and except as set forth in Section 9.2, no
modification of an Option shall, without the consent of the Optionee, impair the
Optionee's rights or increase the Optionee's obligations under such Option.

8.       FORMS OF PAYMENT.

         8.1      GENERAL RULE. Except as otherwise provided in this Section 8,
the entire Purchase Price shall be payable in cash or cash equivalents
acceptable to the Company at the time of purchase.

         8.2      SURRENDER OF STOCK. To the extent that a Stock Option
Agreement or Stock Grant Agreement so provides, payment may be made wholly or in
part with Stock that has already been owned by the Optionee or Grantee, or the
representative of either, for such time period as may be specified by the Board
and that is surrendered to the Company in good form for transfer. Such Stock
shall be valued at Fair Market Value on the date when the new Shares are
acquired under the Plan.

         8.3      PROMISSORY NOTES. To the extent that a Stock Option Agreement
or Stock Grant Agreement so provides, payment may be made wholly or in part with
a full recourse promissory note executed by the Optionee or Grantee. The
interest rate and other terms and conditions of such note shall be determined by
the Board. The Board may require that the Optionee or Grantee pledge Shares to
the Company for the purpose of securing payment of such note. In no event shall
the stock certificate(s) representing such Shares be released to the Optionee or
Grantee until such note is paid in full, unless otherwise provided in the Stock
Option Agreement, Stock Grant Agreement or Stock Acquisition Agreement.

         8.4      CASHLESS EXERCISE. To the extent provided in a Stock Option
Agreement or Stock Grant Agreement, if a public market for the Stock exists,
payment may be made by delivery (on a form acceptable to the Board) of an
irrevocable direction to a securities broker to sell Stock and to deliver all or
part of the sale proceeds to the Company in payment of the aggregate Purchase
Price.

         8.5      OTHER FORMS OF PAYMENT. To the extent provided in a Stock
Option Agreement or Stock Grant Agreement, payment may be made in any other form
that is consistent with applicable laws, regulations and rules.

<PAGE>

9.       ADJUSTMENTS UPON CHANGES IN COMMON STOCK.

         9.1      GENERAL. In the event of a subdivision of the outstanding
Stock, a declaration of a dividend payable in Stock, a combination or
consolidation of the outstanding Stock into a lesser number of shares, a
recapitalization, a reclassification of the outstanding Stock or such other
event as the Board may determine necessitates an adjustment be made, the Board
shall make appropriate adjustments, subject to the limitations set forth in
Section 9.3, in one or more of (i) the number of Shares of Stock available for
future grants of Options or Stock Grants, (ii) the number of Shares of Stock
covered by each outstanding Option or Stock Grant or (iii) the Purchase Price of
each outstanding Option or Stock Grant.

         9.2      MERGER, CONSOLIDATION OR OTHER REORGANIZATION. If the Company
is a party to a merger, consolidation or other corporate reorganization,
outstanding unexercised Options shall be subject to the terms and conditions of
the agreement between the Company and the other party to such merger,
consolidation or reorganization and such Options may be assumed, substituted,
modified or cancelled, without the consent of any Optionee, as the Board, in its
sole discretion, may determine. By way of example only, and not in limitation of
the Board's authority, any such agreement may provide for any of the following:

                  (i)      The continuation of such outstanding Options by the
         Company (if the Company is the surviving corporation); or

                  (ii)     The assumption of the Plan and such outstanding
         Options by the surviving corporation or its parent; or

                  (iii)    The substitution by the surviving corporation or its
         parent of options with substantially the same terms for such
         outstanding Options; or

                  (iv)     The cancellation of such outstanding Options without
         payment of any consideration (with or without the acceleration of
         exercisability and/or vesting of such Options).

         9.3      RESERVATION OF RIGHTS. Except as set forth in Section 9.1, an
Optionee or Grantee shall have no rights by reason of (i) any subdivision or
consolidation of shares of Company stock of any class, (ii) the payment of any
dividend by the Company, or (iii) any other increase or decrease in the number
of shares of Company stock of any class. Except as set forth in Section 9.1, any
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of Shares
subject to an Option, the number of Shares subject to any Stock Grant and/or the
Purchase Price under any Option or Stock Grant. The grant of an Option or a
Stock Grant pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or
reorganize or to dissolve or liquidate or sell, transfer or otherwise dispose of
all or any part of its business, assets or securities.

<PAGE>

10.      WITHHOLDING TAXES.

         10.1     GENERAL. To the extent required by applicable federal, state,
local or foreign law, a Participant shall make arrangements satisfactory to the
Committee for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any Shares
or make any cash payment under the Plan until such obligations are satisfied.

         10.2     STOCK WITHHOLDING. The Committee may permit a Participant to
satisfy all or part of the withholding or income tax obligations by having the
Company withhold all or a portion of any Shares of Stock that otherwise would be
issued or by surrendering all or a portion of any Shares of Stock previously
acquired. Shares of Stock that are withheld or surrendered pursuant to this
Section 10 shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares of
Stock to the Company may be subject to restrictions, including any restrictions
required by rules of any federal or state regulatory body or other authority.

         10.3     CASHLESS EXERCISE/PLEDGE. The Committee may provide that if
Company Shares of Stock are publicly traded at the time of exercise,
arrangements may be made to meet the Optionee's withholding obligation by
cashless exercise or pledge.

         10.4     OTHER FORMS OF PAYMENT. The Committee may permit such other
means of tax withholding as it determines to be appropriate.

11.      LEGAL REQUIREMENTS.

         11.1     RESTRICTIONS ON ISSUANCE. Shares shall not be issued under the
Plan unless the issuance and delivery of such Shares complies with (or is exempt
from) all applicable requirements of law, including (without limitation) the
Securities Act, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange on
which the Company's securities may then be listed, and the Company has obtained
the approval of or a favorable ruling from any governmental agency that the
Company determines to be necessary or advisable.

         11.2     RESTRICTIONS ON TRANSFER. If the Company or any managing
underwriter of an offering of securities of the Company so determines, no Shares
issued upon exercise of a Stock Grant or an Option may be sold or otherwise
transferred or disposed of during a period of up to one hundred eighty (180)
days following the effective date of the initial registration statement covering
securities of the Company filed under the Securities Act. Any Shares issued upon
exercise of a Stock Grant or an Option shall be subject to such rights of
repurchase, rights of first refusal and other transfer restrictions as the Board
may determine. Such restrictions shall apply in addition to any restrictions
that may apply to holders of Stock generally.

         11.3     FINANCIAL REPORTS. To the extent required to comply with the
Corporations Code or the regulations thereunder, not less often than annually
the Company shall furnish to Optionees and Grantees summary financial
information, including a balance sheet, regarding the Company's financial
condition and results of operations, unless such Optionees or Grantees have

<PAGE>

duties with the Company that assure them access to equivalent information. Such
financial statements need not be audited.

12.      ASSIGNMENT OR TRANSFER OF AWARDS.

         12.1     GENERAL. No Stock Grant or Option shall be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor's process, whether voluntarily, involuntarily or by operation of law,
except as approved by the Committee. Notwithstanding the foregoing:

                  (i)      while the Shares are subject to Corporations Code
         Section 25102(o), (a) Grantees and Optionees may not transfer their
         rights hereunder except by will, beneficiary designation or the laws of
         descent and distribution, and (b) any rights of repurchase in favor of
         the Company shall take into account the provisions of Sections
         260.140.41 or 260.140.42 of Title 10 of the California Code of
         Regulations, as applicable; and

                  (ii)     Incentive Stock Options may not be transferred or
         alienated in any way.

         12.2     TRUSTS. Neither this Section 12 nor any other provision of the
Plan shall preclude a Participant from transferring or assigning Shares to (i)
the trustee of a trust that is revocable by such Participant alone, both at the
time of the transfer or assignment and at all times thereafter prior to such
Participant's death, or (ii) the trustee of any other trust to the extent
approved by the Committee in writing. A transfer or assignment of Shares from
such trustee to any person other than such Participant shall be permitted only
to the extent approved in advance by the Committee in writing, and Shares held
by such trustee shall be subject to all the conditions and restrictions set
forth in the Plan and in the applicable Stock Acquisition Agreement, as if such
trustee were a party to such Stock Acquisition Agreement.

13.      NO EMPLOYMENT RIGHTS. No provision of the Plan, nor any Option or Stock
Grant shall be construed to give any person any right to become, to be treated
as, or to remain a Key Contributor. The Company and its Subsidiaries reserve the
right to terminate any Key Contributor's employment at any time and for any
reason or for no reason, with or without Cause.

14.      DURATION AND AMENDMENTS.

         14.1     TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board, subject to the approval of
the Company's stockholders. If the stockholders fail to approve the Plan within
twelve (12) months after its adoption by the Board, any Options or Stock Grants
granted within such twelve (12) month period shall be null and void, and no
additional Options or Stock Grants shall be granted after the expiration of such
twelve (12) month period. The Plan shall terminate automatically ten (10) years
after its adoption by the Board and may be terminated on any earlier date
pursuant to Section 14.2 below.

         14.2     RIGHT TO AMEND OR TERMINATE THE PLAN. The Board may amend or
terminate the Plan at any time. Except as may otherwise be permitted under
Section 9.2, rights under any Option or Stock Grant granted before amendment or
termination of the Plan shall not be

<PAGE>

materially impaired by any such amendment or termination, except with consent of
the Optionee or Grantee. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.

         14.3     EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued
or sold under the Plan after the termination thereof, except upon exercise of an
Option or Stock Grant granted prior to such termination. Except as may be
permitted under Section 9.2, the termination of the Plan, or any amendment
thereof, shall not affect any Shares previously issued or Option or Stock Grant
previously granted under the Plan.

15.      EXECUTION. To record the adoption of the Plan, the Company has caused
its authorized officer to execute the same.

                                                  ______________________________

                                                  By:   ________________________

                                                  Title ________________________