Exhibit 10.11B

NONSTATUTORY STOCK OPTION

[[Name]], Optionee:

Silicon Storage Technology, Inc. (the "Company"), pursuant toits Equity Incentive Plan (the "Plan") has this day granted to you, the optioneenamed above, an option to purchase shares of the common stock of the Company("Common Stock").  This option is not intended to qualify and will not betreated as an "incentive stock option" within the meaning of Section 422 of theInternal Revenue Code of 1986, as amended (the "Code").

The grant hereunder is in connection with and in furtheranceof the Company's compensatory benefit plan for participation of the Company'semployees (including officers), directors or consultants and may be acceptedelectronically at the website of [OptionsLink]. 

The details of your option are as follows:

1. 	The total number of shares of Common Stocksubject to this option is [[Sharespell]] ([[Shares]]).  Subject to the limitationscontained herein, 12/48th of the shares will vest (become exercisable) on[[FirstExDate]] and 1/48th of the shares will then vest each month thereafteruntil either (i) you cease to provide services to the Company for any reason, or(ii) this option becomes fully vested.

2.	**(a) The exercise price of this option is[[SpellPrice]] ($[[Price]]) per share, being not less than the fair market value ofthe Common Stock on the date of grant of this option.
**(b)	Payment of the exercise price per share is duein full upon exercise of all or any part of each installment which has accruedto you.  You may elect, to the extent permitted by applicable statutes andregulations, to make payment of the exercise price under one of the followingalternatives:

(i)Payment of the exercise price per share in cash (includingcheck) at the time of exercise;

(ii)Payment pursuant to a program developed under RegulationT as promulgated by the Federal Reserve Board which results in the receipt ofcash (or check) by the Company prior to the issuance of Common Stock;

(iii)Provided that at the time of exercise the Company'sCommon Stock is publicly traded and quoted regularly in the Wall Street Journal,payment by delivery of already-owned shares of Common Stock, held for the periodrequired to avoid a charge to the Company's reported earnings, and owned freeand clear of any liens, claims, encumbrances orsecurity interests, which Common Stock shall be valuedat its fair market value on the date of exercise; or

(iv)Payment by a combination of the methods of paymentpermitted by subparagraph 2(b)(i) through 2(b)(iii) above.
**3.	The minimum number of shares with respect towhich this option may be exercised at any one time is one hundred (100), except(a) as to an installment subject to exercise' as set forth in paragraph 1, whichamounts to fewer than one hundred (100) shares, in which case, as to theexercise of that installment, the number of shares in such installment shall bethe minimum number of shares, and (b) with respect to the final exercise of thisoption this minimum shall not apply.  This option may not be exercised for anynumber of shares which would require the issuance of anything other @ wholeshares.
**4.	Notwithstanding anything to the contrarycontained herein, this option may not be exercised unless the shares issuableupon exercise of this option are then registered under the Act or, if suchshares are not then so registered, the Company has determined that such exerciseand issuance would be exempt from the registration requirements of the Act.
***5.	The term of this option commences on[[AgreeDate]], the date of grant and, unless sooner terminated as set forth belowor in the Plan, terminates on [[TermDate]] (which date shall be no more than ten(10) years from the date this option is granted).  In no event may this optionbe exercised on or after the date on which it terminates.  This option shallterminate prior to the expiration of its term as follows: three (3) months afterthe termination of your employment with the Company or an affiliate of theCompany (as defined in the Plan) for any reason or for no reason unless:
**(a)	such termination of employment is due to yourpermanent and total disability (within the meaning of Section 422(c)(6) of theCode), in which event the option shall terminate on the earlier of thetermination date set forth above or twelve (12) months following suchtermination of employment; or
**(b)	such termination of employment is due to yourdeath, in which event the option shall terminate on the earlier of thetermination date set forth above or eighteen (18) months after your death;or
**	(c)	during any part of such three (3) monthperiod the option is not exercisable solely because of the condition set forthin paragraph 4 above, in which event the option shall not terminate until theearlier of the termination date set forth above or until it shall have beenexercisable for an aggregate period of three (3) months after the termination ofemployment; or

Page 2**(d)	exercise of the option within three (3) monthsafter termination of your employment with the Company or with an affiliate wouldresult in liability under section 16(b) of the Securities Exchange Act of 1934(the "Exchange Act), in which case the option will  terminate on the earlier of(i) the termination date set forth above, (ii) the tenth (10th) day after thelast date upon which exercise would result in such liability or (iii) six (6)months and ten (10) days after the termination of your employment with theCompany or an affiliate.

However, this option may be exercised following terminationof employment only as to that number of shares as to which it was exercisable onthe date of termination of employment under the provisions of paragraph 1 ofthis option.
**6.	
**(a)** This option may be exercised, to theextent specified above, by delivering a notice of exercise (in a form designatedby the Company) together with the exercise price to the Secretary of theCompany, or to such other person as the Company may designate, during regularbusiness hours, together with such additional documents as the Company may thenrequire pursuant to subparagraph 12(e) of the Plan.
**(b)	By exercising this option you agree that:

(i)  the Company may require you to enter an arrangementproviding for the cash payment by you to the Company of any tax withholdingobligation of the Company arising by reason of: (1) the exercise of this option;(2) the lapse of any substantial risk of forfeiture to which the shares aresubject at the time of exercise; or (3) the disposition of shares acquired uponsuch exercise; and

   (ii)  you will notify the Company in writing withinfifteen (15) days after the date of any disposition of any of the shares of theCommon Stock issued upon exercise of this option that occurs within two (2)years after the date of this option grant or within one (1) year after suchshares of Common Stock are transferred upon exercise of this option.
**7.	 This option is not transferable, except by willor by the laws of descent and distribution or pursuant to a qualified domesticrelations order as satisfying the requirements of Rule 16b-3 of the Exchange Act(a "QDRO"), and is exercisable during your life only by you or a transfereepursuant to a QDRO.  Notwithstanding the foregoing, by delivering written noticeto the Company, in a form satisfactory to the Company, you may designate a thirdparty who, in the event of your death, shall thereafter be entitled to exercisethis option.

Page 3**8.	This option is not an employment contract andnothing in this option shall be deemed to create in any way whatsoever anyobligation on your part to continue in the employ of the Company, or of theCompany to continue your employment with the Company.  In the event that thisoption is granted to you in connection with the performance of services as aconsultant or director, references to employment, employee and similar termsshall be deemed to include the performance of services as a consultant or adirector, as the case may be, *provided, however,* that no rights as anemployee shall arise by reason of the use of such terms.
**9.	Any notices provided for in this option or thePlan shall be given in writing and shall be deemed effectively given uponreceipt or, in the case of notices delivered by the Company to you, five (5)days after deposit in the United States mail, postage prepaid, addressed to youat the address specified below or at such other address as you hereafterdesignate by written notice to the Company.
**10.	This option is subject to all the provisions ofthe Plan, a copy of which is attached hereto and its provisions are hereby madea part of this option, including without limitation the provisions of paragraph6 of the Plan relating to option provisions, and is further subject to allinterpretations, amendments, rules and regulations which may from time to timebe promulgated and adopted pursuant to the Plan.  In the event of any conflictbetween the provisions of this option and those of the Plan, the provisions ofthe Plan shall control.

Dated:  [[AgreeDate]]

Very truly yours,

			SILICON STORAGE TECHNOLOGY, INC.

						By: ______________________       Duly Authorized on behalf   of the Board of Directors

ATTACHMENTS:

Silicon Storage Technology, Inc.  Equity Incentive Plan   Notice of Exercise   Q & A Prospectus

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The undersigned:
**(a)	Acknowledges receipt of the foregoing option and theattachments referencedtherein and understands that all rights and liabilities with respect to thisoption are set forth in   the option and	the Plan; and
**(b)	Acknowledges that as of the date of grant ofthis option, it sets forth the entire understanding between the undersignedoptionee and the Company and its affiliates regarding the acquisition of stockin the Company and supersedes all prior oral and written agreements on thatsubject with the exception of (i) the options previously granted and deliveredto the undersigned under stock option plans of the Company, and (ii) thefollowing agreements only:
**NONE   __________________                 (Initial)
**OTHER  ___________________               __________________________               __________________________

__________________________ [[Name]]
(Acceptance designated electronically at the website of [OptionsLink])

						Address: ______________________               __________________________               __________________________

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