<PAGE>

                                                                    EXHIBIT 4.05

                               CMD TECHNOLOGY INC.

                             1991 STOCK OPTION PLAN

1.   ESTABLISHMENT OF THE PLAN

     (a) PURPOSES. The CMD Technology Inc. 1991 Stock Option Plan (the "Plan")
is hereby established to advance the interests of CMD Technology Inc., a
California corporation (the "Company"), and its shareholders by enhancing the
ability of the Company to attract and retain in its employ persons of training,
experience and ability, and to furnish additional incentives to officers,
directors, employees, consultants and other persons who provide services to the
Company upon whose judgment, initiative and effort the successful conduct and
development of the business of the Company largely depends.

     (b) TYPES OF STOCK OPTIONS. To accomplish these purposes, the Company is
authorized under this Plan to:

          (i) grant stock options that qualify as incentive stock options
     ("Incentive Stock Options") within the meaning of Section 422 of the
     Internal Revenue Code of 1986, as amended (the "Code"); and

          (ii) grant stock options that do not qualify as Incentive Stock
     Options ("Nonqualified Stock Options").

     Unless the context clearly indicates otherwise, the term "Option" shall
mean an option to purchase Common Stock of the Company and shall include both
Incentive Stock Options and Nonqualified Stock Options.

2.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment pursuant to the provisions of Section 8 hereof, an
aggregate of 800,000 shares of the Company's Common Stock ("Common Stock") may
be issued pursuant to options granted under this Plan. Such shares may be either
authorized and unissued shares of Common Stock or shares of Common Stock issued
and thereafter repurchased by the Company. If any Option expires or terminates
without having been exercised in full, the shares of Common Stock allocable to
the unexercised portion of such Option shall again be available for issuance
pursuant to the Plan.

3.   ADMINISTRATION OF THE PLAN

     (a) COMMITTEE. The Plan shall be administered by the Board of Directors of
the Company (the "Board") and/or by a committee composed of at least two
directors (the "Committee") appointed from time to time by the Board. As
hereinafter used in this Plan, the term "Committee" shall refer to the Board if
no Committee is then designated.

<PAGE>

     (b) POWERS OF COMMITTEE. Subject to the express provisions of the Plan and
such terms and conditions as may be prescribed by the Board, the Committee shall
have authority in its discretion to determine from among eligible persons those
to whom and the time or times at which Options may be granted, the number of
shares subject to each Option, whether each Option shall be an Incentive Stock
Option or a Nonqualified Stock Option or a combination of both, the period for
the exercise of each Option, all other terms and conditions of each Option, and
in general to grant Options. Subject to the express provisions of the Plan, and
such terms and conditions as may be prescribed by the Board, the Committee shall
also have authority to construe and interpret the Plan, the terms of each Option
granted under the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable in the administration of the Plan. Minutes shall be kept of all
meetings of the Committee and all actions taken by the Committee without a
meeting shall be evidenced by written consents.

4.   ELIGIBILITY

     (a) INCENTIVE STOCK OPTIONS. Only employees of the Company or of any
present or future parent or subsidiary corporation of the Company shall be
eligible to receive Incentive Stock Options under the Plan. Subject to the
foregoing, the aggregate fair market value (determined as of the time the Option
is granted) of the shares of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by any optionee during any calendar
year (under this Plan and all other plans of the Company and its parent and
subsidiary corporations) shall not exceed $100,000.

     (b) NONQUALIFIED STOCK OPTIONS. Employees, directors and officers (whether
or not employees), consultants and other service providers of the Company or of
any present or future parent or subsidiary corporation of the Company shall be
eligible to receive Nonqualified Stock Options under the Plan.

     (c) TEN PERCENT SHAREHOLDERS. Options may not be granted under this Plan to
any person who, at the time of proposed grant, owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation of the Company (a "Ten Percent
Shareholder"), unless the purchase price per share of stock subject to such
Option is at least 110% of the fair market value of such shares on the date such
Option is granted, as provided in Section 6(c) hereof.

5.   STOCK OPTION AGREEMENTS

     Options granted pursuant to the Plan shall be evidenced by written
agreements (which need not be identical) in such form as the Committee shall
from time to time establish. Each Option agreement shall specify the number of
shares for which the Option is granted, the purchase price per share and,
subject to the express provisions of the Plan, such other terms and conditions
as the Committee in its discretion shall determine. Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to qualify such Incentive Stock Options as "incentive stock options"
under Section 422 of the Code.


                                       2
<PAGE>

6.   EXERCISE PRICE

     (a) INCENTIVE STOCK OPTIONS. The purchase price per share (the "Exercise
Price") of the shares subject to each Incentive Stock Option shall be set by the
Committee; provided, however, that the Exercise Price shall not be less than
100% of the fair market value of such shares on the date such Incentive Stock
Option is granted.

     (b) NONQUALIFIED STOCK OPTIONS. The Exercise Price of the shares subject to
each Nonqualified Stock Option shall be set by the Committee; provided, however,
that the Exercise Price shall not be less than 100% of the fair market value of
such shares on the date such Nonqualified Stock Option is granted.

     (c) TEN PERCENT SHAREHOLDERS. The Exercise Price of the shares subject to
any Option granted to a Ten Percent Shareholder shall not be less than 110% of
the fair market value of such shares on the date such Option is granted.

     (d) FAIR MARKET VALUE. For the purpose of this Plan, "fair market value" of
a share of Common Stock on a specified date shall be determined by the
Committee. If the shares of Common Stock on a specified date are publicly
traded, the "fair market value" as of such date shall be the closing price of a
share of Common Stock on the principal exchange on which shares of the Company's
Common Stock are listed on such date, or if, shares were not traded on such
date, then on the next preceding day during which a sale occurred; or, if the
shares are not so listed but are traded in the over-the-counter market, the
closing sale price in the NASDAQ National Market System or the average of the
closing bid and asked prices on such date as reported by NASDAQ or similar
entity, or if none of the above is applicable, the value of a share as
established solely by the Committee for such date using any reasonable method of
evaluation.

7.   OTHER TERMS AND CONDITIONS

     (a) PAYMENT OF EXERCISE PRICE. Each Option agreement shall state the form
of consideration and method of payment for the shares subject to such agreement,
and may include cash, the purchaser's personal check, promissory notes, shares
of Common Stock of the Company owned by the optionee, any other legal
consideration acceptable to the Committee, or by any combination of the
foregoing. Any shares of Common Stock of the Company tendered to the Company in
payment or partial payment of the Exercise Price shall be valued at their fair
market value (determined in accordance with Section 6(d) hereof) on the date of
exercise of the Option.

     (b) TERM OF OPTIONS. Options may be exercisable for a term of not more than
ten (10) years after the date of grant thereof, as shall be specified in each
Option agreement: provided, however, that an Incentive Stock Option granted to a
Ten Percent Shareholder may not have a term of more than five (5) years from the
date of grant of such Option.

     (c) VESTING OF OPTIONS. Each Option shall vest (i.e., become exercisable)
in one or more installments as shall be specified in each Option agreement at
the time of grant; provided, however, that all Options granted under the Plan
shall vest at a rate of at least 20% per year of the number of shares of Common
Stock subject to such Options and shall be fully vested no later than five (5)
years after the date of grant.



                                       3
<PAGE>

     (d) NON-TRANSFERABILITY. No Option shall be transferable or assignable
otherwise than by will or by the laws of descent and distribution. During the
lifetime of the optionee, the Option shall be exercisable only by such optionee.

     (e) ADDITIONAL TERMS AND CONDITIONS. The Committee may impose such
additional terms and conditions upon the grant of any Option that are not
inconsistent with the terms of the Plan, as the Committee in its discretion
shall determine.

8.   ADJUSTMENTS UPON CHANGES IN STOCK AND OTHER EVENTS

     (a) In the event that the shares of Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number or kind
of shares of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
or exchange of shares, stock split-up or stock dividend, or otherwise, (i) the
aggregate number and kind of shares subject to the Plan shall be adjusted
appropriately: and (ii) rights under outstanding Options granted under the Plan,
both as to the number of shares and the Exercise Price, shall be adjusted
appropriately.

     (b) In the event of dissolution or liquidation of the Company, or any
merger, consolidation, acquisition of property or stock, separation or
reorganization in which the Company is not the surviving corporation, each
outstanding Option shall terminate upon the effective date of such event unless
the surviving corporation assumes the outstanding Options or replaces them with
new options of comparable value in accordance with the provisions of Section
425(x) of the Code; provided, however, that should the surviving corporation not
assume or replace the outstanding Options under the Plan, each optionee shall
have the right, immediately prior to the effective date of such dissolution,
liquidation, merger, consolidation, acquisition of property or stock, separation
or reorganization, to exercise the balance of his or her outstanding Options in
full, without regard to any vesting provisions.

     (c) The foregoing adjustments and the manner of application of the
foregoing provisions of this Section 8 shall be determined by the Committee
(which may provide for the elimination of fractional share interests) and shall
be final and binding upon all optionees, the Company and all interested persons.

9.   CONDITIONS TO ISSUANCE OF STOCK

     The Company shall not be required to issue or deliver any certificate for
shares of stock purchased upon the exercise of an Option, or any portion
thereof, prior to the completion of any registration or other qualification of
such shares under any federal or state law or under the rulings or regulations
of the United States Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall in its sole discretion
deem necessary or advisable.

10.  RIGHTS AS SHAREHOLDER

     A person to whom an Option has been granted shall have no rights or
privileges as a shareholder with respect to any shares covered by such Option
until certificates representing such shares have been issued by the Company.


                                       4
<PAGE>

11.  OTHER COMPENSATION PLANS

     The adoption of this Plan shall not affect any other stock option or
incentive or other compensation plan in effect for the Company or any parent or
subsidiary of the Company, nor shall the Plan preclude the Company from
establishing any other forms of incentive or compensation plans or arrangements
for employees, officers, directors, consultants or service providers of the
Company or any parent or subsidiary of the Company.

12.  EFFECTIVE DATE AND DURATION OF PLAN

     The Plan shall become effective upon the earlier of either its adoption by
the Board or its approval by the shareholders of the Company. However, unless
the Plan is approved by the shareholders of the Company within twelve (12)
months before or after the date of the Board's adoption of the Plan, the Plan
and all Options granted hereunder shall be cancelled. No Option may be exercised
prior to and unless such shareholder approval is obtained. Unless previously
terminated by the Board, the Plan shall terminate ten (10) years after it
becomes effective, and no Option may be granted under the Plan thereafter, but
such termination shall not affect any Option granted prior to such date.

13.  TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

     The Board of Directors may at any time terminate, and may at any time and
from time to time and in any respect amend or modify the Plan; provided,
however, that the Board may not, without the approval of the shareholders of the
Company (i) increase the aggregate number of shares subject to the Plan except
as contemplated in Section 8 hereof, or (ii) materially modify the standards of
eligibility to receive Options under the Plan. Neither the termination,
amendment or modification of the Plan shall, without the consent of the holder
of an Option, alter or impair any rights or obligations under any Option granted
prior to the date of termination, amendment or modification.


                           ---------------------------


     Date adopted by the Board of Directors: March 25, 1991

     Date approved by the shareholders: March 25, 1991




                                       5
<PAGE>

                               CID TECHNOLOGY INC.

                        INCENTIVE STOCK OPTION AGREEMENT

                   (Granted under the 1991 Stock Option Plan)

     This Incentive Stock Option Agreement (the "Agreement") is entered into as
of , 19-_, by and between CMD Technology Inc., a California corporation (the
"Company") and (the "Optionee") pursuant to the CMD Technology Inc. 1991 Stock
Option Plan (the "Plan").

1.   GRANT OF OPTION. The Company hereby grants to Optionee an option (the
"Option") to purchase all or any portion of a total of ( ) shares (the "Shares")
of the Common Stock of the Company at a purchase price of ($ ) per share (the
"Exercise Price"), subject to the terms and conditions set forth herein. This
Option is intended to qualify as an "incentive stock option" as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). As
used in this Agreement, the term "Committee" shall refer to the committee of the
Board of Directors of the Company appointed to administer the Plan, and if no
such committee has been appointed, the term Committee shall mean the Board of
Directors.

2.   VESTING OF OPTION. The right to exercise this Option shall vest in
installments, and this Option shall be exercisable from time to time in whole or
in part as to any vested installment, as follows:

<TABLE>
<CAPTION>
                                                   THIS OPTION SHALL BE
              ON OR AFTER:                          EXERCISABLE AS TO:
              -----------                           ------------------
    <S>                                    <C>
     (i)   _______________, 19__:                        ____________ shares
     (ii)  _______________, 19__:          an additional ____________ shares
     (iii) _______________, 19__:          an additional ____________ shares
     (iv)  _______________, 19__:          an additional ____________ shares
</TABLE>

No additional shares shall vest after the date of termination of Optionee's
"Continuous Employment" (as defined in Section 3 below), but this Option shall
continue to be exercisable until the termination of this Agreement, in
accordance with Section 3 hereof, with respect to that number of shares that
have vested as of the date of termination of Optionee's Continuous Employment.

3.   TERM OF OPTION. Optionee's right to exercise this Option shall terminate
upon the first to occur of the following:

     (a) the expiration of ten (10) years from the date of this Agreement;

<PAGE>

     (b) the expiration of one (1) year from the date Optionee's "Continuous
Employment" (as defined below) is terminated if such termination is due to
permanent disability of the Optionee (as defined in Section 22(e)(3) of the
Code);

     (c) the expiration of one (1) year from the date Optionee's Continuous
Employment is terminated if such termination is due to the Optionee's death;

     (d) the expiration of three (3) months from the date Optionee's Continuous
Employment is terminated if such termination occurs for any reason other than
permanent disability, death or voluntary resignation; or

     (e) the expiration of one (1) month from the date Optionee's Continuous
Employment is terminated if such termination occurs due to voluntary
resignation.

     As used herein, the term "Continuous Employment" means employment by the
Company or any subsidiary of the Company which is uninterrupted except for
vacations, illness (except for permanent disability, as defined in Section
22(e)(3) of the Code), or leaves of absence which are approved in writing by the
Company or a subsidiary of the Company, if applicable. A transfer by the
Optionee, without an intervening period, between the Company and a subsidiary of
the Company, or between subsidiaries, shall not be considered a termination of
Continuous Employment.

4.   EXERCISE OF OPTION. On or after the vesting of any portion of this option
in accordance with Section 2 above, and until termination of this Option in
accordance with Section 3 above, the portion of this Option which has vested may
be exercised in whole or in part by the Optionee (or, after his or her death, by
the person designated in Section 5 below) by , delivery of the following to the
Company at its principal executive offices:

     (a) a written notice of exercise which identifies this Agreement and states
the number of Shares (which may not be less than 100, or all of the Shares if
less than 100 Shares then remain covered by this Option) then being purchased
(but no fractional Shares may be purchased);

     (b) a check or cash in the amount of the Exercise Price (or payment of the
Exercise Price in such other form of lawful consideration as the Committee may
approve from time to time under the provisions of Section 7(a) of the Plan;

     (c) a check or cash in the amount reasonably requested by the Company to
satisfy the Company's withholding obligations under federal, state or other
applicable tax laws with respect to the taxable income, if any, recognized by
the Optionee in connection with the exercise, in whole or in part, of the Option
(unless the Company and Optionee shall have made other arrangements for
deductions or withholding from Optionee's wages, bonus or other income paid to
Optionee by the Company or its subsidiaries, provided such arrangements satisfy
the requirements of applicable tax laws); and

     (d) a letter, if requested by the Company, in such form and substance as
the Company may require, setting forth the investment intent of the Optionee, or
person designated in Section 5 below, as the case may be.


                                       2
<PAGE>

5.   DEATH OF OPTIONEE: NO ASSIGNMENT. The rights of the Optionee under this
Agreement may not be assigned or transferred except by will or by the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee. Any attempt to sell, pledge, assign,
hypothecate, transfer or dispose of this Option in contravention of this
Agreement or the Plan shall be void and shall have no effect. If the Optionee
should die while he or she is employed by the Company or a subsidiary of the
Company, and provided Optionee's rights hereunder shall have vested pursuant to
Section 2 hereof, Optionee's legal representative, his or her legatee, or the
person who acquired the right to exercise this Option by reason of the death of
the Optionee (individually, a "Successor") shall succeed to the Optionee's
rights and obligations under this Agreement. After the death of the Optionee,
only a Successor may exercise this Option.

6.   REPRESENTATIONS AND WARRANTIES OF OPTIONEE.

     (a) Optionee represents and warrants that this Option is being acquired by
Optionee for his or her personal account, for investment purposes only, and not
with a view to the distribution, resale or other disposition thereof.

     (b) Optionee acknowledges that the Company may issue Shares upon the
exercise of the Option without registering such Common Stock under the
Securities Act of 1933, as amended (the "Act"), on the basis of certain
exemptions from such registration requirement. Accordingly, Optionee agrees that
his or her exercise of the Option may be expressly conditioned upon his or her
delivery to the Company of an investment certificate including such
representations and undertakings as the Company may reasonably require in order
to assure the availability of such exemptions, including a representation that
Optionee is acquiring the Shares for investment and not with a present intention
of selling or otherwise disposing thereof and an agreement by Optionee that the
certificates evidencing the Shares may bear a legend indicating such
non-registration under the Act and the resulting restrictions on transfer.
Optionee acknowledges that, because Shares received upon exercise of an Option
may be unregistered, Optionee may be required to hold the Shares indefinitely
unless they are subsequently registered for resale under the Act or an exemption
from such registration is available.

     (c) Optionee acknowledges receipt of a copy of the Plan and understands
that all rights and liabilities connected with this Option are set forth herein
and in the Plan.


                                       3
<PAGE>

7.   LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. During the term of the
Plan, the Company agrees at all times to reserve and keep available, and to use
its reasonable best efforts to obtain from any regulatory body having
jurisdiction any requisite authority in order to issue and sell, such number of
shares of its Common Stock as shall be sufficient to satisfy its obligations
hereunder and the requirements of the Plan. Inability of the Company to obtain,
from any regulatory body having jurisdiction, authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares of its
Common Stock hereunder and under the Plan shall relieve the Company of any
liability in respect of the nonissuance or sale of such shares as to which such
requisite authority shall not have been obtained.

8.   COMPANY'S REPURCHASE RIGHT.

     (a) The Company shall have the right (but not the obligation) to repurchase
(the "Repurchase Right") any or all of the Shares acquired pursuant to the
exercise of this Option in the event that the Optionee's Continuous Employment
(as defined in Section 3 above) should terminate for any reason whatsoever,
including without limitation Optionee's death, disability, voluntary resignation
or termination by the Company with or without cause. Upon exercise of the
Repurchase Right, the Optionee shall be obligated to sell his or her Shares to
the Company, as provided in this Section 8. The Repurchase Right may be
exercised by the Company or its nominee(s) at any time during the period
commencing on the date of termination of Optionee's Continuous Employment and
ending sixty (60) days after the last to occur of the following:

         (i) the termination of Optionee's Continuous Employment;

         (ii) the expiration of Optionee's right to exercise this Option
     pursuant to Section 3 hereof; or

         (iii) in the event of Optionee's death, receipt by the Company of
     notice of the identity and address of Optionee's Successor (as defined in
     Section 5 hereof).

     (b) The purchase price for Shares repurchased hereunder (the "Repurchase
Price") shall be the fair market value per share of Common Stock (determined in
accordance with Section 6(d) of the Plan) as of the date of termination of
Optionee's Continuous Employment or the Exercise Price stated in Section 1
hereof, whichever is higher.

     (c) written notice of exercise of the Repurchase Right, stating the number
of Shares to be repurchased and the Repurchase Price per Share, shall be given
by the Company or its nominee(s) to the Optionee or his or her Successor, as the
case may be, during the period specified in Section 8(a) above.

     (d) The Repurchase Price shall be payable, at the option of the Company or
its nominee(s), by check or by cancellation of all or a portion of any
outstanding indebtedness of Optionee to the Company or such nominee(s), or by
any combination thereof. The Repurchase Price shall be paid without interest
within fifteen (15) days after delivery of the notice of exercise of the
Repurchase Right, against delivery by the Optionee or his or her Successor of a
certificate or certificate representing the Shares to be repurchased, duly
endorsed for transfer to the Company or its nominee(s), as the case may be.


                                       4
<PAGE>

     (e) The rights provided the Company and its nominee(s) under this Section 8
shall terminate at such time as the Company becomes obligated to file periodic
reports with the Securities and Exchange Commission pursuant to either Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

9.   RIGHT OF FIRST REFUSAL.

     (a) Subject to the provisions of Section 8 above, the Shares acquired
pursuant to the exercise of this Option may be sold by the Optionee only in
compliance with the provisions of this Section 9. Prior to any intended sale,
Optionee shall first give written notice (the "Notice") to the Company
specifying (i) his or her bona fide intention to sell or otherwise transfer such
Shares, (ii) the name and address of the proposed purchaser, (iii) the number of
Shares Optionee proposes to sell (the "Offered Shares"), (iv) the price for
which he or she proposes to sell the Offered Shares, and (v) all other material
terms and conditions of the proposed sale.

     (b) Within 45 days after delivery of the Notice, the Company or its
nominee(s) may elect to purchase all or any portion of the Offered Shares at the
price and on the terms and conditions set forth in the Notice by delivery of
written notice to the Optionee specifying the number of Offered Shares which the
Company or its nominees elect to purchase. Within 15 days after delivery of such
notice to the Optionee, the Company and/or its nominee(s) shall deliver to the
Optionee a check in the amount of the purchase price of the Offered Shares to be
purchased pursuant to this Section 9, against delivery by the Optionee of a
certificate or certificates representing the Offered Shares to be purchased,
duly endorsed for transfer to the Company or such nominee(s), as the case may
be. If the Company and/or its nominee(s) do not elect to purchase all of the
Offered Shares, the Optionee shall be entitled to sell the balance of the
Offered Shares to the purchaser named in the Notice at the price specified in
the Notice or at a higher price and on the terms and conditions set forth in the
Notice, provided, however, that such sale or other transfer must be consummated
within 60 days after delivery of the Notice and any proposed sale after such
60-day period may be made only by again complying with the procedures set forth
in this Section 9.

     (c) Notwithstanding any other provision of this Section 9, the Optionee may
not transfer Shares to more than one (1) purchaser (other than the Company and
its nominees) without the Company's prior written consent. Furthermore, if the
Company is an electing small business corporation under Subchapter S of the
Internal Revenue Code of 1986, as amended, at the time Optionee seeks to
transfer his or her Shares, no transfer shall be effective unless the transferee
covenants to comply with any rules and regulations of the Internal Revenue
Service then in effect relating to the Company's Subchapter S election and to
take no action which will jeopardize such election. Further, Optionee agrees
that he or she will not transfer or attempt to transfer any Shares to any
transferee whose ownership of the Shares would automatically invalidate the
Company's Subchapter S election. Such a sale or transfer shall be void and
ineffectual.

     (d) Any Successor of Optionee pursuant to Section 5 hereof, and any
transferee of the Shares pursuant to this Section 9, shall hold the Shares
subject to the provisions of Sections 8 and 9 hereof.


                                       5
<PAGE>

     (e) The rights provided the Company and its nominee(s) under this Section 9
shall terminate at such time as the Company becomes obligated to file periodic
reports with the securities and Exchange Commission pursuant to either Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

10.  RIGHT TO PURCHASE SHARES UPON DIVORCE OF OPTIONEE.

     (a) If the Optionee gets divorced and the spouse of the Optionee is awarded
the Shares or any interest therein as a result of the property settlement
agreement or otherwise (the "Affected Shares"), the Company (or its nominee(s))
and the Optionee shall have the right to purchase any or all of the Affected
shares in accordance with this Section 10. The purchase price per share for such
Affected Shares shall be the fair market value per share of Common Stock
(determined in accordance with Section 6(d) of the Plan) as of the Date of
Divorce or the Exercise Price stated in Section 1 hereof, whichever price is
higher. For purposes of this Agreement, the "Date of Divorce" shall be-deemed to
be the date that a final judgment of dissolution of marriage has been entered in
the dissolution proceeding. The right to purchase the Affected Shares may be
exercised at any time during the period commencing on the Date of Divorce and
ending on the day that is sixty (60) days after the Company receives written
notice of the Date of Divorce pursuant to the first sentence of Section 10(b)
hereof.

     (b) The Optionee shall give written notice to the Secretary of the Company
immediately after a final judgment of dissolution of marriage has been entered,
which notice shall state the date the final judgment was entered, the number of
Affected Shares and the name and address of the Optionee's former spouse. The
Secretary of the Company shall thereafter give prompt notice in writing to the
Optionee and the Optionee's former spouse stating the price per share at which
such Affected Shares may be purchased as provided in Section 10(a) hereof. The
Optionee may, within thirty (30) days after receipt of such notice, deliver a
written notice to the Secretary of the Company stating the number of Affected
Shares he or she elects to purchase. Prior to the expiration of the time period
specified in Section 10(a), the Secretary of-the Company shall notify the
Optionee and his or her former spouse in writing of the number of Affected
Shares that the Company (or its nominee(s)) and the Optionee have elected to
purchase and the purchase price to be paid therefor determined in accordance
with Section 10(a). If the number of Shares the Company (or its nominee(s)) and
the Optionee wish to purchase is more than the number of Affected Shares, such
Affected Shares shall be allocated in the following order of priority: (i) first
to the Optionee, and (ii) the balance, if any, to the Company (or its
nominee(s)).

     (c) As soon as practicable after receipt of such notice from the Secretary
of the Company, the former spouse of the optionee shall deliver, at the offices
of the Company, certificates representing the number of Affected Shares to be
purchased, duly endorsed in form legally sufficient to transfer title to the
Company (or its nominee(s)) and/or the Optionee, as the case may be. Payment of
the purchase price for the Affected Shares to be purchased must be made in full
in cash or by check at the offices of the Company within thirty (30) days after
the certificates have been delivered. Failure to pay for the shares within such
time period shall, to the extent payment has not been made, release the former
spouse of the Optionee from the obligation to sell the Affected Shares pursuant
to this Section 10.


                                       6
<PAGE>

     (d) The rights provided the Company (and its nominee(s)) and the optionee
under this Section 10 shall terminate at such time as the Company becomes
obligated to file periodic reports with the Securities and Exchange Commission
pursuant to either Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended.

11.  RESTRICTIVE LEGENDS. Optionee hereby acknowledges that federal securities
laws and the securities laws of the state in which he or she resides may require
the placement of certain restrictive legends upon the Shares issued upon
exercise of this Option, and Optionee hereby consents to the placing of any such
legends upon certificates evidencing the Shares as the Company, or its counsel,
may deem necessary. In addition, all stock certificates evidencing the Shares
shall be imprinted with a legend substantially as follows:

     "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND A RIGHT OF FIRST REFUSAL IN
FAVOR OF CMD TECHNOLOGY INC. AND/OR ITS NOMINEE(S), AS SET FORTH IN A STOCK
OPTION AGREEMENT DATED , 19-. TRANSFER OF THESE SHARES MAY BE MADE ONLY IN
COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF SAID CORPORATION. SUCH TRANSFER RESTRICTIONS, REPURCHASE
RIGHTS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES."


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<PAGE>

12.  ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any changes
in the number of outstanding shares of Common Stock of the Company resulting
from a recapitalization, stock split, stock dividend or other changes in the
corporate structure, appropriate adjustment shall be made to the number of
Shares subject to this Option and to the Exercise Price per share, in accordance
with the provisions of Section 8 of the Plan.

13.  NO EMPLOYMENT CONTRACT~ CREATED. Neither the granting of this Option nor
the exercise hereof shall be construed as granting to the Optionee any right
with respect to continuance of employment by the Company or any of its
subsidiaries. The right of the Company or any of its subsidiaries to terminate
at will the Optionee's employment with it any time (whether by dismissal,
discharge or otherwise), with or without cause, is specifically reserved.

14.  RIGHTS AS SHAREHOLDER. The Optionee (or transferee of this option by will
or by the laws of descent and distribution) shall have no rights as a
shareholder with respect to any Shares covered by this option until the date of
the issuance of a stock certificate or certificates to him or her for such
Shares, notwithstanding the exercise of this Option.

15.  NO OBLIGATION TO EXERCISE OPTION. The Optionee is under no obligation to
exercise this Option.

16.  INTERPRETATION. This Option is granted pursuant to the terms of the CMD
Technology Inc. 1991 Stock Option Plan, and shall in all respects be interpreted
in accordance therewith. The Committee shall interpret and construe this Option,
and its decision shall be conclusive upon any question arising hereunder.

17.  NOTICES. Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed given when
delivered personally or three (3) days after being deposited in the United
States mail, as certified or registered mail, with postage prepaid, and
addressed, if to the Company, at its principal place of business, Attention: the
Secretary, and if to the Optionee, at his or her most recent address as shown in
the employment or stock records of the Company.

18.  GOVERNING LAW. The validity, construction, interpretation, and effect of
this Option shall be governed by and determined in accordance with the laws of
the State of California.

19.  SEVERABILITY. Should any provision or portion of this Agreement be held to
be unenforceable or invalid for any reason, the remaining provisions and
portions of this Agreement shall be unaffected by such holding.

20.  COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall be
deemed one instrument.

21.  CALIFORNIA CORPORATE SECURITIES LAW. The sale of the shares that are the
subject of this Agreement has not been qualified with the Commissioner of
Corporations of the State of California and the issuance of such shares or the
payment or receipt of any part of the consideration therefor prior to such
qualification is unlawful, unless the sale of such shares is exempt from such
qualification by Section 25100, 25102 or 25105 of the California Corporate


                                       8
<PAGE>

Securities Law of 1968, as amended. The rights of all parties to this Agreement
are expressly conditioned upon such qualification being obtained, unless the
sale is so exempt.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                   CMD TECHNOLOGY INC.

                                   By:__________________________________________

                                   Title:_______________________________________


     The Optionee hereby accepts this option subject to all the terms and
provisions hereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
arising under the Plan. The Optionee authorizes the Company to withhold in
accordance with applicable law from any compensation payable to him any taxes
required to be withheld by federal, state or local law as a result of the
exercise of this Option.


                                                "OPTIONEE"

                                    _______________________________________
                                                (Signature)

                                    _______________________________________
                                            (Type or print name)







                                       9
<PAGE>

                                CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Incentive Stock Option
Agreement (the "Agreement") and that I know its contents. I am aware that by its
provisions, my spouse agrees, among other things, to a right of first refusal,
to the granting of rights to purchase and to the imposition of certain
restrictions on the transfer of the shares of CMD TECHNOLOGY INC., a California
corporation, which my spouse acquires upon exercise of such option (the
"Shares") including my community interest therein (if any), which rights and
restrictions may survive my spouse's death. I hereby consent to such rights and
restrictions, approve of the provisions of the Agreement, and agree that I will
bequeath any interest which I may have in said Shares or any of them, including
my community interest, if any, or permit any such interest to be purchased, in a
manner consistent with the provisions of the Agreement. I direct that any
residuary clause in my Will shall not be deemed to apply to my community
interest (if any) in such Shares except to the extent consistent with the
provisions of the Agreement.

     I further agree that in the event of a dissolution of the marriage between
me and my spouse, in connection with which I secure or am awarded the Shares or
any interest therein through property settlement agreement or otherwise, I shall
receive and hold said Shares subject to all the provisions and restrictions
contained in the foregoing Agreement, including any option of my spouse or the
Company to purchase such Shares or interest from me.

     I also acknowledge that I have been advised to obtain independent counsel
to represent my interests with respect to the Agreement but that I have declined
to do so and I hereby expressly waive my right to such independent counsel.

Date: _________________, 199_         _________________________________________
                                      (Signature of Spouse of Optionee)

                                      _________________________________________
                                      (Type or print name)












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