EXHIBIT 10.2

                          VIPER NETWORKS, INC.
                       2000 EQUITY INCENTIVE PLAN


1.  DEFINITIONS.

     (a)  "Affiliate" means (i) a member of a controlled group of
          corporations of which the Company is a member or (ii) an
          unincorporated trade or business which is under common control
          with the Company as determined in accordance with Section 414(c)
          of the Code and the regulations issued thereunder. For purposes
          hereof, a "controlled group of corporations" shall mean a
          controlled group of corporations as defined in Section 1563(a) of
          the Code determined without regard to Section 1563(a)(4) and
          (e)(3)(C).

     (b)  "Alternate Option Payment Mechanism" refers to one of several
          methods available to a Participant to fund the exercise of a
          stock option set out in Section 11 hereof. These mechanisms
          include: broker assisted cashless exercise and stock for stock
          exchange.

     (c)  "Award" means a grant of one or some combination of one or more
          Non-statutory Stock Options, Incentive Stock Options and Stock
          Awards under the provisions of this Plan.

     (d)  "Board of Directors" or "Board" means the board of directors of
          the Company  and Directors Emeritus of the Company.

     (e)  "Change in Control" means a change in control of the Company of
          a nature that; (i) would be required to be reported in response
          to Item 1 of the current report on Form 8-K, as in effect on the
          date hereof, pursuant to Section 13 or 15(d) of the Exchange Act;
          or (ii) without limitation such a Change in Control shall be
          deemed to have occurred at such time as (A) any "person" (as the
          term is used in Sections 13(d) and 14(d) of the Exchange Act) is
          or becomes the "beneficial owner" (as defined in Rule 13d-3 under
          the Exchange Act), directly or indirectly, of securities of the
          Company representing 20% or more of the Company's outstanding
          securities; or (B) individuals who constitute the Board of
          Directors of the Company on the date hereof (the "Incumbent
          Board") cease for any reason to constitute at least a majority
          thereof, provided that any person becoming a director subsequent
          to the date hereof whose election was approved by a vote of at
          least three-quarters of the directors comprising the Incumbent
          Board, or whose nomination for election by the Company's
          stockholders was approved by a Nominating Committee serving under
          an Incumbent Board, shall be, for purposes of this clause (B),
          considered as though he were a member of the Incumbent Board; or
          (C) a plan of reorganization, merger, consolidation, sale of all
          or substantially all the assets of the Company or similar
          transaction occurs in which the Company is not the resulting
          entity; or (D) after a solicitation of shareholders of the
          Company, by someone other than current management of the Company,
          stockholders approve a plan of reorganization, merger or
          consolidation of the Company or similar transaction with one or
          more corporations, as a result of which the outstanding shares of
          the class of securities then subject to the plan would be
          exchanged for or converted into cash or property or securities
          not issued by the Company; or (E) a tender offer is made for 20%
          or more of the voting securities of the Company.

     (f)  "Code" means the Internal Revenue Code of 1986, as amended.

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     (g)  "Committee" means a committee consisting of the entire Board of
          Directors or consisting solely of two or more members of the
          Board of Directors who are defined as Non-Employee Directors as
          such term is defined under Rule 16b-3(b)(3)(i) under the Exchange
          Act as promulgated by the Securities and Exchange Commission.

     (h)  "Common Stock" means the Common Stock of the Company, no par
          value, or any stock exchanged for shares of Common Stock pursuant
          to Section 15 hereof.

     (i)  "Company" means Viper Networks, Inc..

     (j)  "Date of Grant" means the effective date of an Award.

     (k)  "Disability" means the permanent and total inability by reason of
          mental or physical infirmity, or both, of a Participant to
          perform the work customarily assigned to him or, in the case of
          a Director, to serve on the Board. Additionally, a medical doctor
          selected or approved by the Board of Directors must advise the
          Committee that it is either not possible to determine when such
          Disability will terminate or that it appears probable that such
          Disability will be permanent during the remainder of said
          Participant's lifetime.

     (l)  "Effective Date" means December 29, 2000, the effective date of
          the Plan.

     (m)  "Employee" means any person who is currently employed by the
          Company or an Affiliate, including officers, but such term shall
          not include Outside Directors.

     (n)  "Employee Participant" means an Employee who holds an outstanding
          Award under the terms of the Plan.

     (o)  "Exchange Act" means the Securities Exchange Act of 1934, as
          amended.

     (p)  "Exercise Price" means the purchase price per share of Common
          Stock deliverable upon the exercise of each Option in order for
          the option to be exchanged for shares of Common Stock.

     (q)  "Fair Market Value" means, with respect to any Non-Qualified
          Stock Options granted hereunder, as of any given date, at the
          discretion of the Committee and subject to such limitations as
          the Committee may impose, (1) the Closing Price of the Stock, (2)
          the fair market value of the Stock as determined in accordance
          with a method prescribed in the agreement evidencing any award
          hereunder, or (3) the fair market value of the Stock as otherwise
          determined by the Committee in the good faith exercise of its
          discretion.

     (r)  "Incentive Stock Option" means an Option granted by the Committee
          to a Participant, which Option is designated by the Committee as
          an Incentive Stock Option pursuant to Section 7 hereof and is
          intended to be such under Section 422 of the Code.

     (s)  "Limited Right" means the right to receive an amount of cash
          based upon the terms set forth in Section 8 hereof.

     (t)  "Non-statutory Stock Option" means an Option to a Participant
          pursuant to Section 6 hereof, which is not designated by the
          Committee as an Incentive Stock Option or which is redesignated
          by the Committee as a Non-statutory Stock Option or which is
          designated

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          an Incentive Stock Option under Section 7 hereof, but does not
          meet the requirements of such under Section 422 of the Code.

     (u)  "Option" means the right to buy a fixed amount of Common Stock at
          the Exercise Price within a limited period of time designated as
          the term of the option as granted under Section 6 or 7 hereof.

     (v)  "Outside Director" means a member of the Board of Directors or a
          Director Emeritus of the Company or its Affiliates, who is not
          also an Employee.

     (w)  "Outside Director Participant" means an Outside Director who
          holds an outstanding Award under the terms of the Plan.

     (x)  "Participant(s)" means collectively an Employee Participant
          and/or an Outside Director Participant who hold(s) outstanding
          Awards under the terms of the Plan.

     (y)  "Retirement" with respect to an Employee Participant means
          termination of employment which constitutes retirement under any
          tax qualified plan. However, "Retirement" will not be deemed to
          have occurred for purposes of this Plan if a Participant
          continues to serve as a consultant to or on the Board of
          Directors of the Company or its Affiliates even if such
          Participant is receiving retirement benefits under any retirement
          plan of the Company or its Affiliates. With respect to an Outside
          Director Participant, "Retirement" means the termination of
          service from the Board of Directors of the Company or its
          Affiliates following written notice to the Board as a whole of
          such Outside Director's intention to retire, except that an
          Outside Director Participant shall not be deemed to have
          "retired" for purposes of the Plan in the event he continues to
          serve as a consultant to the Board or as an advisory director or
          director emeritus, including pursuant to any retirement plan of
          the Company.

     (z)  "Stock Awards" are Awards of Common Stock which may vest
          immediately or over a period of time. Vesting of Stock Awards
          under Section 9 hereof may be contingent upon the occurrence of
          specified events or the attainment of specified performance goals
          as determined by the Committee.

     (aa) "Termination for Cause" shall mean, in the case of a Director,
          removal from the Board of Directors, or, in the case of an
          Employee, termination of employment, in both such cases as
          determined by the Board of Directors, because of Participant's
          personal dishonesty, incompetence, willful misconduct, any breach
          of fiduciary duty involving personal profit, intentional failure
          to perform stated duties, willful violation of any law, rule or
          regulation (other than traffic violations or similar offenses).

     (bb) "Trust" means a trust established by the Board in connection with
          this Plan to hold Plan assets for the purposes set forth herein.

     (cc) "Trustee" means that person or persons and entity or entities
          approved by the Board to hold legal title to any of the Trust
          assets for the purposes set forth herein.

2.  ADMINISTRATION.

     (a)  The Plan shall be administered by the Board of Directors until a
          Compensation Committee has been established. The Board of
          Directors, and/or the Compensation

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          Committee are authorized, subject to the provisions of the Plan,
          to grant awards to Employees and establish such rules and
          regulations as it deems necessary for the proper administration
          of the Plan and to make whatever  determinations and
          interpretations in connection with the Plan it deems necessary or
          advisable. All determinations and interpretations made by the
          Board of Directors and/or the Compensation Committee shall be
          binding and conclusive on all Employee Participants and Outside
          Director Participants in the Plan and on their legal
          representatives and beneficiaries.

     (b)  Awards to Outside Directors of the Company or its Affiliates
          shall be granted by the Board of Directors or the Committee,
          pursuant to the terms of this Plan.

     (c)  Actual transference of the Award requires no, nor allows any,
          discretion by the Trustee.

3.  TYPES OF AWARDS AND RELATED RIGHTS.

     The following Awards and related rights as described below in
Paragraphs 6 through 9 hereof may be granted under the Plan:

     (a)  Non-statutory Stock Options
     (b)  Incentive Stock Options
     (c)  Limited Right
     (d)  Stock Awards

4.  STOCK SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 15 hereof, the maximum
number of shares of Common Stock reserved for Awards under the Plan is
1,500,000 shares which number may not be in excess of 30% of the
outstanding shares of the Common Stock determined immediately as of the
Effective Date. These shares of Common Stock may be either authorized but
unissued shares or authorized shares previously issued and reacquired by
the Company or acquired by the Trustee. To the extent that Options and
Stock Awards are granted under the Plan, the shares underlying such Awards
will be unavailable for any other use including future grants under the
Plan except that, to the extent that Stock Awards or Options terminate,
expire, or are forfeited without having been exercised (or in cases where
a Limited Right has been granted in connection with an option, the amount
of such Limited Right received in lieu of the exercise of such option), new
Awards may be made with respect to those shares underlying such terminated,
expired or forfeited Options or Stock Awards.

5.  ELIGIBILITY.

     Subject to the terms herein, all Employees, Directors, advisors and
consultants of the Company or any of its subsidiaries shall be eligible to
receive Awards under the Plan.

6.  NON-STATUTORY STOCK OPTIONS.

     The Company may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded under the Plan, from time to
time, grant Non-statutory Stock Options to Employees, Directors, advisors
and consultants upon such terms and conditions as the Company may determine
and grant Non-statutory Stock Options in exchange for and upon surrender of
previously granted Awards under this Plan under such terms and conditions
as the Committee may determine. Non-statutory Stock Options granted under
this Plan are subject to the following terms and conditions:

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     (a)  Exercise Price. The Exercise Price of each Non-statutory Stock
          Option shall be determined by the Company. Such Exercise Price
          shall not be less than 100% of the Fair Market Value of the
          Company's Common Stock on the Date of Grant. Shares of Common
          Stock underlying a Non-statutory Stock Option may be purchased
          only upon full payment of the Exercise Price or upon operation of
          an Alternate Option Payment Mechanism set out in Section 11
          hereof.

     (b)  Terms of Non-statutory Stock Options. The term during which each
          Non-statutory Stock Option may be exercised shall be determined
          by the Company, but in no event shall a Non-statutory Stock
          Option be exercisable in whole or in part more than 10 years from
          the Date of Grant. The Company shall determine the date on which
          each Non-statutory Stock Option shall become exercisable. The
          Company may also determine as of the Date of Grant any other
          specific conditions or specific performance goals which must be
          satisfied prior to the Non-statutory Stock Option becoming
          exercisable. The shares of Common Stock underlying each
          Non-statutory Stock Option installment may be purchased in whole
          or in part by the Participant at any time during the term of such
          Non-statutory Stock Option after such installment becomes
          exercisable. The Company may, in its sole discretion, accelerate
          the time at which any Non-statutory Stock Option may be exercised
          in whole or in part, subject to applicable rules and regulations.
          The acceleration of any Non-statutory Stock Option under the
          authority of this paragraph shall create no right, expectation or
          reliance on the part of any other Participant or that certain
          Participant regarding any other unaccelerated Non-statutory Stock
          Options. Unless determined otherwise by the Company and except in
          the event of the Participant's death or pursuant to a domestic
          relations order, a Non-statutory Stock Option is not transferable
          and may be exercisable in his lifetime only by the Participant to
          whom it is granted. Upon the death of a Participant, a
          Non-statutory Stock Option is transferable by will or the laws of
          descent and distribution.

     (c)  NSO Agreement. The terms and conditions of any Non-statutory
          Stock Option granted shall be evidenced by an agreement (the "NSO
          Agreement") which shall be subject to the terms and conditions of
          the Plan.

     (d)  Termination of Employment or Service. Unless otherwise determined
          by the Company, upon the termination of a Participant's
          employment or service for any reason other than Disability,
          death or Termination for Cause, the Participant's Non-statutory
          Stock Options shall be exercisable only as to those shares that
          were immediately exercisable by the Participant at the date of
          termination and only for a period of three months following
          termination; provided that in the event of termination of a
          Participant's employment or service due to Retirement, the
          Participant shall have up to one year following the
          Participant's  cessation of  employment or service to exercise
          the Participant's immediately exercisable Non-statutory Options.
          Notwithstanding any provisions set forth herein or contained in
          any NSO Agreement relating to an award of a Non-statutory Stock
          Option, in the event of termination of the Participant's
          employment or service for Disability or death, all Non-statutory
          Stock Options held by such Participant shall immediately vest and
          be exercisable for one year after such termination of service,
          and, in the event of a Termination for Cause, all rights under
          the Participant's Non-statutory Stock Options shall expire
          immediately upon such Termination for Cause. Notwithstanding the
          above, in no event shall any Non-statutory Stock Options be
          exercisable beyond the expiration of the Non-Statutory Stock
          Option term.

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7.  INCENTIVE STOCK OPTIONS.

     The Company may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded under the Plan, from time to
time, grant Incentive Stock Options to Employees upon such terms and
conditions as the Company may determine. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:

     (a)  Exercise Price. The Exercise Price of each Incentive Stock Option
          shall be not less than 100% of the Fair Market Value of the
          Common Stock on the Date of Grant. However, if at the time an
          Incentive Stock Option is granted to an Employee Participant,
          such Employee  Participant  owns Common Stock representing more
          than 10% of the total combined voting securities of the Company
          (or, under Section 424(d) of the Code, is deemed to own Common
          Stock representing more than 10% of the total combined voting
          power of all classes of stock of the Company, by reason of the
          ownership of such classes of stock, directly or indirectly, by or
          for any brother, sister, spouse, ancestor or lineal descendent of
          such Employee Participant, or by or for any corporation,
          partnership, estate or trust of which such Employee Participant
          is a shareholder, partner or beneficiary) ("10% Owner"), the
          Exercise Price per share of Common Stock deliverable upon the
          exercise of each Incentive Stock Option shall not be less than
          110% of the Fair Market Value of the Common Stock on the Date of
          Grant. Shares may be purchased only upon payment of the full
          Exercise Price or upon operation of an Alternate Option Payment
          Mechanism set out in Section 11 hereof.

     (b)  Amounts of Incentive Stock Options. Incentive Stock Options may
          be granted to any Employee in such amounts as determined by the
          Company; provided that the amount granted is consistent with the
          terms of Section 422 of the Code. In the case of an Option
          intended to qualify as an Incentive Stock Option, the aggregate
          Fair Market Value (determined as of the time the Option is
          granted) of the Common Stock with respect to which Incentive
          Stock Options granted are exercisable for the first time by the
          Employee Participant during any calendar year (under all plans of
          the Employee Participant's employer corporation and its parent
          and subsidiary corporations) shall not exceed $100,000. The
          provisions of this Section 7(b) shall be construed and applied in
          accordance with Section 422(d) of the Code and the regulations,
          if any, promulgated thereunder. To the extent an Award of an
          Incentive Stock Option under this Section 7 exceeds this $100,000
          limit, the portion of the Award in excess of such limit shall be
          deemed a Non-statutory Stock Option. The Company shall have
          discretion to redesignate Options granted as Incentive Stock
          Options as Non-statutory Stock Options. Such Non-statutory Stock
          Options shall be subject to Section 6 hereof.

     (c)  Terms of Incentive Stock Options. The term during which each
          Incentive Stock Option may be exercised shall be determined by
          the Committee, but in no event shall an Incentive Stock Option be
          exercisable in whole or in part more than 10 years from the Date
          of Grant. If, at the time of grant, an Incentive Stock Option is
          granted to an Employee Participant who is a 10% Owner, the
          Incentive Stock Option granted to such Employee Participant shall
          not be exercisable after the expiration of five years from the
          Date of Grant. No Incentive Stock Option is transferable except
          by will or the laws of descent and distribution and is
          exercisable in his lifetime only by the Employee Participant to
          whom it is granted. The designation of a beneficiary does not
          constitute a transfer.

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          The Company shall determine the date on which each Incentive
          Stock Option shall become exercisable. The Company may also
          determine as of the Date of Grant any other specific conditions
          or specific performance goals which must be satisfied prior to
          the Incentive Stock Option becoming exercisable. The shares
          comprising each installment may be purchased in whole or in part
          at any time during the term of such Incentive Stock Option after
          such installment becomes exercisable. The Company may, in its
          sole discretion, accelerate the time at which any Incentive Stock
          Option may be exercised in whole or in part, subject to
          applicable rules and regulations. The acceleration of any
          Incentive Stock Option under the authority of this paragraph
          shall not create a right, expectation or reliance on the part of
          any other Participant or that certain Participant regarding any
          other unaccelerated Incentive Stock Options.

     (d)  ISO Agreement. The terms and conditions of any Incentive Stock
          Option granted shall be evidenced by an agreement (the "ISO
          Agreement") which shall be subject to the terms and conditions of
          the Plan.

     (e)  Termination of Employment.  Unless otherwise determined by the
          Company, upon the termination of an Employee Participant's
          employment for any reason other than Disability, death or
          Termination for Cause, the Employee Participant's Incentive Stock
          Options shall be exercisable only as to those shares that were
          immediately exercisable by the Participant at the date of
          termination and only for a period of three months following
          termination, except that in the event of the termination of an
          Employee Participant's employment due to Retirement, the
          Participant shall have up to one year following the Participant's
          cessation of employment to exercise any Incentive Stock Options
          exercisable on that date. Notwithstanding any provision set forth
          herein or contained in any ISO Agreement relating to an award of
          an Incentive Stock Option, in the event of termination of the
          Employee Participant's employment for Disability or death, all
          Incentive Stock Options held by such Employee Participant shall
          immediately vest and be exercisable for one year after such
          termination, and, in the event of Termination for Cause, all
          rights under the Employee Participant's Incentive Stock Options
          shall expire immediately upon termination. Notwithstanding
          anything contained herein to the contrary, no Incentive Stock
          Option shall be eligible for treatment as an Incentive Stock
          Option in the event such Incentive Stock Option is exercised more
          than three months following the date of a Participant's cessation
          of employment. In no event shall an Incentive Stock Option be
          exercisable beyond the expiration of the Incentive Stock Option
          term.

     (f)  Compliance with Code. The Incentive Stock Options granted under
          this Section 7 are intended to qualify as "incentive stock
          options" within the meaning of Section 422 of the Code, but the
          Company makes no warranty as to the qualification of any Option
          as an incentive stock option within the meaning of Section 422 of
          the Code. All Options that do not so qualify shall be treated as
          Non-statutory Stock Options.

8.   LIMITED RIGHT.

     Simultaneously with the grant of any Option to a Participant, the
Company may grant a Limited Right with respect to all or some of the shares
covered by such Option. Limited Rights granted under this Plan are subject
to the following terms and conditions:

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     (a)  Terms of Rights. In no event shall a Limited Right be exercisable
          in whole or in part before the expiration of six months from the
          Date of Grant of the Limited Right. A Limited Right may be
          exercised only in the event of a Change in Control.

          The Limited Right may be exercised only when the underlying
          Option is eligible to be exercised, and only when the Fair Market
          Value of the underlying shares on the day of exercise is greater
          than the Exercise Price of the underlying Option.

          Upon exercise of a Limited Right, the underlying Option shall
          cease to be exercisable. Upon exercise or termination of an
          Option, any related Limited Rights shall terminate. The Limited
          Rights may be for no more than 100% of the difference between the
          purchase price and the Fair Market Value of the Common Stock
          subject to the underlying option. The Limited Right is
          transferable only when the underlying option is transferable and
          under the same conditions.

     (b)  Payment. Upon exercise of a Limited Right, the holder shall
          promptly receive from the Company an amount of cash equal to the
          difference between the Exercise Price of the underlying option
          and the Fair Market Value of the Common Stock subject to the
          underlying Option on the date the Limited Right is exercised,
          multiplied by the number of shares with respect to which such
          Limited Right is exercised.  Payments shall be less any
          applicable tax withholding as set forth in Section 16 hereof.

9.  STOCK AWARD.

     The Company may, subject to the limitations of the Plan, from time to
time, make an Award of shares of Common Stock to Employees and Directors
("Stock Awards"). The Stock Awards shall be made subject to the following
terms and conditions:

     (a)  Payment of the Stock Award. The Stock Award may only be made in
          whole shares of Common Stock. Stock Awards may only be granted
          from shares reserved under the Plan but unawarded at the time the
          new Stock Award is made.

     (b)  Terms of the Stock Awards. The Company shall determine the dates
          on which Stock Awards granted to a Participant shall vest and any
          specific conditions or performance goals which must be satisfied
          prior to the vesting of any installment or portion of the Stock
          Award. Notwithstanding other paragraphs in this Section 9, the
          Company may, in its sole discretion, accelerate the vesting of
          any Stock Award. The acceleration of any Stock Award under the
          authority of this paragraph shall create no right, expectation or
          reliance on the part of any other Participant or that certain
          Participant regarding any other unaccelerated Stock Awards.

     (c)  Stock Award Agreement. The terms and conditions of any Stock
          Award shall be evidenced by an agreement (the "Stock Award
          Agreement")  which such Stock Award Agreement will be subject to
          the terms and conditions of the Plan. Each Stock Award Agreement
          shall set forth:

          (i)       the period over which the Stock Award will vest; and

          (i)       the performance goals, if any, which must be satisfied
               prior to the vesting of any installment or portion of the
               Stock Award. The performance goals may be set by

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               the Committee on an individual level, for all Participants,
               for all Awards made during a given period of time, or for
               all Awards for indefinite periods;

     (d)  Certification of Attainment of the Performance Goal. No Stock
          Award or portion thereof that is subject to a performance goal is
          to be distributed to the Participant until the Committee
          certifies that the underlying performance goal has been achieved.

     (e)  Termination of Employment or Service. Unless otherwise determined
          by the Company, upon the termination of a Participant's
          employment or service for any reason other than Disability,
          death or Termination for Cause, the Participant's unvested Stock
          Awards as of the date of termination shall be forfeited and any
          rights the Participant had to such unvested Stock Awards shall
          become null and void. Notwithstanding any provisions set forth
          herein or contained in any Agreement relating to an award of a
          Stock Option or Stock Award, in the event of termination of the
          Participant's service due to Disability or death, all unvested
          Stock Awards held by such Participant shall immediately vest and,
          in the event of the Participant's Termination for Cause, the
          Participant's unvested Stock Awards as of the date of such
          termination shall be forfeited and any rights the Participant had
          to such unvested Stock Awards shall become null and void.

     (f)  Non-Transferability. Except to the extent permitted by the Code,
          the rules promulgated under Section 16(b) of the Exchange Act or
          any successor statutes or rules:

          (i)       The recipient of a Stock Award shall not sell,
               transfer, assign, pledge, or otherwise encumber shares
               subject to the Stock Award until full vesting of such shares
               has occurred. For purposes of this Section, the separation
               of beneficial ownership and legal title through the use of
               any "swap" transaction is deemed to be a prohibited
               encumbrance.

          (ii)      Unless determined otherwise by the Company and except
               in the event of the Participant's death or pursuant to a
               domestic relations order, a Stock Award is not transferable
               and may be earned in his lifetime only by the Participant to
               whom it is granted. Upon the death of a Participant, a Stock
               Award is transferable by will or the laws of descent and
               distribution. The designation of a beneficiary does not
               constitute a transfer.

          (i)       If a recipient of a Stock Award is subject to the
               provisions of Section 16 of the Exchange Act, shares of
               Common Stock subject to such Stock Award may not, without
               the written consent of the Company (which consent may be
               given in the Stock Award Agreement), be sold or otherwise
               disposed of within six months following the date of grant of
               the Stock Award.

     (g)  Accrual of Dividends. Whenever shares of Common Stock underlying
          a Stock Award are distributed to a Participant or beneficiary
          thereof under the Plan, such Participant or beneficiary shall
          also be entitled to receive, with respect to each such share
          distributed, a payment equal to any cash dividends or
          distributions (other than distributions in shares of Common
          Stock) and the number of shares of Common Stock equal to any
          stock dividends, declared and paid with respect to a share of the
          Common Stock if the record date for determining shareholders
          entitled to receive such dividends falls between the date the
          relevant Stock Award was granted and the date the relevant Stock
          Award or installment thereof is issued. There shall also be
          distributed an appropriate amount of net earnings, if any, of the
          Trust with respect to any dividends paid out.

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     (h)  Voting of Stock Awards. After a Stock Award has been granted but
          for which the shares covered by such Stock Award have not yet
          been earned and distributed to the Participant pursuant to the
          Plan, the Participant shall be entitled to direct the Trustee as
          to the voting of such shares of Common Stock which the Stock
          Award covers subject to the rules and procedures adopted by the
          Committee for this purpose. All shares of Common Stock held by
          the Trust as to which Participants are not entitled to direct, or
          have not directed, the voting, shall be voted by the Trustee in
          the same proportion as the Common Stock covered by Stock Awards
          which have been awarded is voted.

10.  PAYOUT ALTERNATIVES.

     Payments due to a Participant upon the exercise or redemption of an
Award, may be made subject to the following terms and conditions:

     (a)  Discretion of the Committee. The Company has the sole discretion
          to determine what form of payment (whether monetary, Common
          Stock, a combination of payout alternatives or otherwise) it
          shall use in making distributions of payments for all Awards. If
          the Company requests any or all Participants to make an election
          as to form of distribution or payment, it shall not be considered
          bound by the election.

     (b)  Payment in the form of Common Stock. Any shares of Common Stock
          tendered in satisfaction of an obligation arising under this Plan
          shall be valued at the Fair Market Value of the Common Stock on
          the day preceding the date of the issuance of such stock to the
          Participant.

11.  ALTERNATE OPTION PAYMENT MECHANISM.

     The Company has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Company may indicate
acceptable forms in the ISO or NSO Agreement covering such Options or may
reserve its decision to the time of exercise. No Option is to be considered
exercised until payment in full is accepted by the Company or its agent.

     (a)  Cash Payment. The exercise price may be paid in cash or by
          certified check.

     (b)  Borrowed Funds. To the extent permitted by law, the Company may
          permit all or a portion of the exercise price of an Option to be
          paid through borrowed funds.

     (c)  Exchange of Common Stock.

          (i)  The Company may permit payment by the tendering of
          previously acquired shares of Common Stock. This includes the use
          of "pyramiding transactions" whereby some number of Options are
          exercised; then the shares gained through the exercise are
          tendered back to the Company as payment for a greater number of
          Options. This transaction may be repeated as needed to exercise
          all of the Options available.

          (ii) Any shares of Common Stock tendered in payment of the
          exercise price of an Option shall be valued at the Fair Market
          Value of the Common Stock on the date prior to the date of
          exercise.

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12.  RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.

     No Participant shall have any rights as a shareholder with respect to
any shares of Common Stock covered by an Option until the date of issuance
of a stock certificate for such shares. Nothing in this Plan or in any
Award granted confers on any person any right to continue in the employ or
service of the Company or its Affiliates or interferes in any way with the
right of the Company or its Affiliates to terminate a Participant's
services as an officer or other employee at any time.

     Except as permitted under the Code (with respect to Incentive Stock
Options) and the rules promulgated pursuant to Section 16(b) of the
Exchange Act or any successor statutes or rules, no Award under the Plan
shall be transferable by the Participant other than by will or the laws of
intestate succession or pursuant to a domestic relations order or unless
determined otherwise by the Committee.

13.  AGREEMENT WITH GRANTEES.

     Each Award will be evidenced by a written  agreement(s)  (whether
constituting an NSO Agreement, ISO Agreement, Stock Award Agreement or any
combination thereof), executed by the Participant and the Company or its
Affiliates that describes the conditions for receiving the Awards including
the date of Award, the Exercise Price if any, the terms or other applicable
periods, and other terms and conditions as may be required or imposed by
the Plan, the Committee, or the Board of Directors, and may describe or
specify tax law considerations or applicable securities law considerations.

14.  DESIGNATION OF BENEFICIARY.

     A Participant may, with the consent of the Company, designate a person
or persons to receive, in the event of death, any Award to which the
Participant would then be entitled. Such designation will be made upon
forms supplied by and delivered to the Company and may be revoked in
writing. If a Participant fails effectively to designate a beneficiary,
then the Participant's estate will be deemed to be the beneficiary.

15.  DILUTION AND OTHER ADJUSTMENTS.

     In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares,
or other similar corporate change, or other increase or decrease in such
shares without receipt or payment of consideration by the Company, or in
the event a capital distribution is made the Company will make such
adjustments to Awards to prevent dilution, diminution or enlargement of the
rights of the Participant, as the Company deems appropriate, including any
or all of the following:

     (a)  adjustments in the aggregate number or kind of shares of Common
          Stock or other securities that may underlie future Awards under
          the Plan;

     (b)  adjustments in the aggregate number or kind of shares of Common
          Stock or other securities underlying Awards already made under
          the Plan; or

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     (c)  adjustments in the exercise price of outstanding Incentive and/or
          Non-statutory Stock Options, or any Limited Rights attached to
          such Options.

     Alternatively, the Company could provide the participant with a cash
benefit for shares underlying vested, but unexercised options, in order to
achieve the aforementioned effect. All Awards under this Plan shall be
binding upon any successors or assigns of the Company.

16.  TAX WITHHOLDING.

     Awards under this Plan shall be subject to tax withholding to the
extent required by any governmental authority. Any withholding shall comply
with Rule 16b-3 or any amendment or successive rule. Shares of Common Stock
withheld to pay for tax withholding amounts shall be valued at their Fair
Market Value on the date the Award is deemed taxable to the Participant.

17.  AMENDMENT OF THE PLAN.

     The Board of Directors may at any time, and from time to time, subject
to applicable rules and regulations, modify or amend the Plan or any Award
granted under the Plan, in any respect, prospectively or retroactively;
provided however, that provisions governing grants of Incentive Stock
Options, unless permitted by the rules and regulations or staff
pronouncements promulgated under the Code shall be submitted for
shareholder approval to the extent required by such law, regulation or
interpretation.

     Failure to ratify or approve amendments or modifications by
shareholders shall be effective only as to the specific amendment or
modification requiring such ratification. Other provisions, sections, and
subsections of this Plan will remain in full force and effect.

     No such termination, modification or amendment may adversely affect
the rights of a Participant under an outstanding Award without the written
permission of such Participant.

18.  EFFECTIVE DATE OF PLAN.

     The Plan shall become effective upon being presented to shareholders
for ratification for the purpose of obtaining preferential tax treatment
for Incentive Stock Options. The failure to obtain shareholder ratification
for such purpose will not effect the validity of the Plan and the Options
thereunder, provided, however, that if the Plan is not ratified, the Plan
shall remain in full force and effect, and any Incentive Stock Options
granted under the Plan shall be deemed to be Non-statutory Stock Options.

19.  TERMINATION OF THE PLAN.

     The right to grant Awards under the Plan will terminate upon the
earlier of: (i) ten (10) years after the Effective Date; (ii) the issuance
of a number of shares of Common Stock pursuant to the exercise of Options
or the distribution of Stock Awards which together with the exercise of
Limited Rights is equivalent to the maximum number of shares reserved under
the Plan as set forth in Section 4. The Board of Directors has the right to
suspend or terminate the Plan at any time, provided that no such action
will, without the consent of a Participant, adversely affect a
Participant's vested rights under a previously granted Award.

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20.  APPLICABLE LAW.

     The Plan will be administered in accordance with the laws of the State
of California and applicable federal law.

21.  DELEGATION OF AUTHORITY.

     Once established, the Compensation Committee may delegate all
authority for: the determination of forms of payment to be made by or
received by the Plan; the execution of Award agreements; the determination
of Fair Market Value; the determination of all other aspects of
administration of the plan to the executive officer(s) of the Company . The
Committee may rely on the descriptions, representations, reports and
estimate provided to it by the management of the Company for determinations
to be made pursuant to the Plan, including the attainment of performance
goals. However, only the Committee or a portion of the Committee may
certify the attainment of a performance goal.
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