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                                VIALTA.COM, INC.                    Exhibit 10.2

                        2000 DIRECTORS STOCK OPTION PLAN

                          As Adopted February 17, 2000

         1. PURPOSE. This 2000 Directors Stock Option Plan (the "Plan") is
established to provide equity incentives for nonemployee members of the Board of
Directors of ViAlta.com, Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

         2. ADOPTION AND STOCKHOLDER APPROVAL. The Plan is hereby adopted by the
Board of Directors of the Company (the "Board") effective as of February 17,
2000 (the "Effective Date"). This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within twelve (12) months after
the Effective Date. Options ("Options") may be granted under this Plan after the
Effective Date provided that, in the event that stockholder approval is not
obtained within the time period provided herein, this Plan, and all Options
granted hereunder, shall terminate. No Option that is issued as a result of any
increase in the number of shares authorized to be issued under this Plan shall
be exercised prior to the time such increase has been approved by the
stockholders of the Company and all such Options granted pursuant to such
increase shall similarly terminate if such stockholder approval is not obtained.

         3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall
be nonqualified stock options ("NQSOs"). The shares of stock that may be
purchased upon exercise of Options granted under this Plan (the "Shares') are
shares of the Common Stock of the Company.

         4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 300,000
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the term
of this Plan, the Company shall reserve and keep available such number of Shares
as shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however, that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number of Shares, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan is less than the Maximum Number.

         5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the


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provisions of this Plan or any Option granted under this Plan shall be final and
binding upon the Company and all persons having an interest in any Option or any
Shares purchased pursuant to an Option.

         6. ELIGIBILITY AND AWARD FORMULA.

              6.1 Eligibility. Options may be granted only to directors of the
Company who are not employees of the Company or any Parent, Subsidiary or
Affiliate of the Company, as those terms are defined in Section 17 below.

              6.2 Initial Grant. Each Optionee who on or after the Effective
Date becomes a member of the Board will automatically be granted an Option for
32,000 Shares (the "Initial Grant"). Initial Grants shall be made on the date
such Optionee first becomes a member of the Board.

              6.3 Succeeding Grants. On each anniversary of the Initial Grant,
or, in the case of an Optionee who did not receive an Initial Grant, on each
anniversary of the most recent prior grant date of an option to such Optionee,
if the Optionee is still a member of the Board and has served continuously as a
member of the Board since such date, the Optionee will automatically be granted
an Option for 8,000 Shares (a "Succeeding Grant").

         7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:

              7.1 Form of Option Grant. Each Option granted under this Plan
shall be evidenced by a written Stock Option Grant ("Grant") in such form (which
need not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.

              7.2 Vesting. Options granted under this Plan shall be exercisable
as they vest. The date an Optionee receives an Initial Grant or a Succeeding
Grant is referred to in this Plan as the "Start Date" for such Option.

                  (a) Initial Grants. Each Option that is an Initial Grant will
vest as to twenty-five percent (25%) of the Shares upon each of the first four
(4) successive anniversaries of the Start Date for such Initial Grant, so long
as the Optionee continuously remains a director of the Company.

                  (b) Succeeding Grants. Each Succeeding Grant will vest as to
twenty-five percent (25%) of the Shares upon each of the first four (4)
successive anniversaries of the Start Date for such Succeeding Grant, so long as
the Optionee continuously remains a director of the Company.

              7.3 Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17) of the Shares, at the time that the
Option is granted.

              7.4 Termination of Option. Except as provided below in this
Section, each Option shall expire ten (10) years after its Start Date (the
"Expiration Date"). The Option shall


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cease to vest if the Optionee ceases to be a member of the Board. The date on
which the Option ceases to be a member of the Board shall be referred to as the
"Termination Date." An Option may be exercised after the Termination Date only
as set forth below:

                  (a) Termination Generally. If the Optionee ceases to be a
member of the Board for any reason except death or disability, then each Option
then held by such Optionee, to the extent (and only to the extent) that it would
have been exercisable by the Optionee on the Termination Date, may be exercised
by the Optionee within seven (7) months after the Termination Date, but in no
event later than the Expiration Date.

                  (b) Death or Disability. If the Optionee ceases to be a member
of the Board because of the death of the Optionee or the disability of the
Optionee within the meaning of Section 22(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), then each Option then held by such Optionee, to
the extent (and only to the extent) that it would have been exercisable by the
Optionee on the Termination Date, may be exercised by the Optionee (or the
Optionee's legal representative) within twelve (12) months after the Termination
Date, but in no event later than the Expiration Date.

         8. EXERCISE OF OPTIONS.

              8.1 Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Committee stating the
number of Shares being purchased, the restrictions imposed on the Shares and
such representations and agreements regarding the Optionee's investment intent
and access to information as may be required by the Company to comply with
applicable securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.

              8.2 Payment. Payment for Shares purchased upon exercise of an
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by the Optionee for more than six (6)
months (and which have been paid for within the meaning of Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Securities Act") and, if such
shares were purchased from the Company by use of a promissory note, such note
has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
exercise price of the Option; (c) by waiver of compensation due or accrued to
the Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (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; (e) provided
that a 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 (f) by any combination of
the foregoing.

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              8.3 Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.

              8.4 Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:

                  (a) An Option shall not be exercisable until such time as this
Plan (or, in the case of Options granted pursuant to an amendment increasing the
number of shares that may be issued pursuant to this Plan, such amendment) has
been approved by the stockholders of the Company in accordance with Section 15
hereof.

                  (b) An Option shall not be exercisable unless such exercise is
in compliance with the Securities Act and all applicable state securities laws,
as they are in effect on the date of exercise.

                  (c) The Committee may specify a reasonable minimum number of
Shares that may be purchased upon any exercise of an Option, provided that such
minimum number will not prevent the Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

         9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative, unless otherwise permitted by the Committee.
No Option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent and distribution.

         10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial statements of the Company, at such time
after the close of each fiscal year of the Company as they are released by the
Company to its stockholders.

         11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividends, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan, the size of the Initial Grant
and Succeeding Grant described in Section 6, and the number of Shares subject to
outstanding Options and the exercise price per share of such outstanding Options
shall be proportionately adjusted, subject to any required action by the Board
or stockholders of the Company and compliance with applicable securities laws;
provided, however, that no fractional shares shall be issued upon exercise of
any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.


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         12. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.

         13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Option shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or
national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration or qualification requirement of any state securities laws,
stock exchange or national market system.

         14. ACCELERATION OF OPTIONS. In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the Options
granted under this Plan are assumed or replaced by the successor corporation,
which assumption will be binding on all Optionees), (c) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company (other than any stockholder which mergers (or which owns or controls
another corporation which merge) with the Company in such merger) cease to own
their shares or other equity interests in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) any other transaction
which qualifies as a "corporate transaction" under Section 424 of the Code
wherein the stockholders of the Company give up all of their equity interests in
the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company), the vesting of all options granted pursuant to
this Plan will accelerate and the options will become exercisable in full as of
the date 10 days prior to the consummation of such event and if such options are
not exercised prior to the consummation of the corporate transaction, they shall
terminate in accordance with the provisions of this Plan, unless the acquiring
or successor corporation (or parent corporation thereof) assumes the Company's
rights and obligations under the outstanding Options or substitutes for
outstanding Options substantially equivalent options for such corporation's
stock.

         15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or adopt any other
amendment that would require stockholder approval under any applicable law,
regulation or rule. In any case, no amendment of this Plan may adversely affect
any then outstanding Options or any unexercised portions thereof without the
written consent of the Optionee.

         16. TERM OF PLAN. Options may be granted pursuant to this Plan from
time to time within a period of ten (10) years from the date this Plan is
adopted by the Board.

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         17. CERTAIN DEFINITIONS. As used in this Plan, the following terms
shall have the following meanings:

              17.1 "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

              17.2 "Fair Market Value" shall mean, as of any date, the value of
a share of the Company's Common Stock determined by the Board in its sole
discretion, exercised in good faith; provided, however, that where there is a
public market for the Common Stock, the Fair Market Value per share shall be the
average of the closing bid and asked prices of the Common Stock on the last
trading day prior to the date of determination as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the Nasdaq Stock
Market) or, in the event the Common Stock is listed on a stock exchange or on
the Nasdaq National Market, the Fair Market Value per share shall be the closing
price on the exchange or on the Nasdaq National Market on the last trading date
prior to the date of determination as reported in The Wall Street Journal;
provided, however, that notwithstanding the foregoing, with respect to the
Initial Grants that are granted on the Expiration Date, the "Fair Market Value"
shall mean the price per share at which shares of the Company' Common Stock are
initially offered for sale to the public by the Company's underwriters in the
initial public offering of the Company's Common Stock pursuant to a registration
statement filed with the SEC under the Securities Act.

              17.3 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

              17.4 "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the time
of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


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