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                                                                    EXHIBIT 4.06

                               CMD TECHNOLOGY INC.

                            1999 STOCK INCENTIVE PLAN

         This 1999 STOCK INCENTIVE PLAN (the "Plan") is hereby established by
CMD Technology Inc., a California corporation (the "Company"), and adopted by
its Board of Directors as of the ninth day of August, 1999 (the "Effective
Date").

                                    ARTICLE 1

                              PURPOSES OF THE PLAN

         1.1 PURPOSES. The purposes of the Plan are (a) to enhance the Company's
ability to attract and retain the services of qualified employees, officers and
directors (including non-employee officers and directors), and consultants and
other service providers upon whose judgment, initiative and efforts the
successful conduct and development of the Company's business largely depends,
and (b) to provide additional incentives to such persons or entities to devote
their utmost effort and skill to the advancement and betterment of the Company,
by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company.

                                    ARTICLE 2

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the meanings
indicated:

         2.1 ADMINISTRATOR. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

         2.2 AFFILIATED COMPANY. "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

         2.3 BOARD. "Board" means the Board of Directors of the Company.

         2.4 CHANGE IN CONTROL. "Change in Control" shall mean (i) the
acquisition, directly or indirectly, `by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company' possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company unless such acquisition is approved by at least a two-thirds
majority of the Board prior to the consummation of such acquisition; (ii) a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction in which the holders of the outstanding voting securities of
the Company immediately prior to such merger or consolidation hold, in the
aggregate, securities possessing more than fifty percent (50%) of the total
combined

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voting power of all outstanding voting securities of the surviving entity
immediately after such merger or consolidation; (iii) a reverse merger in which
the Company is the surviving entity but in which securities possessing more than
fifty percent (50%) of the total combined voting power of all outstanding voting
securities of the Company are transferred to or acquired by a person or persons
different from the persons holding those securities immediately prior to such
merger; (iv) the sale, transfer or other disposition (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company; or (v) the approval by the shareholders of a plan or proposal for the
liquidation or dissolution of the Company.

         2.5 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         2.6 COMMITTEE. "Committee" means a committee of two or more members of
the Board appointed to administer the Plan, as set forth in Section 7.1 hereof.

         2.7 COMMON STOCK. "Common Stock" means the Common Stock of the Company,
subject to adjustment pursuant to Section 4.2 hereof.

         2.8 DISABILITY. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

         2.9 EFFECTIVE DATE. "Effective Date" means the date on which the Plan
is adopted by the Board, as set forth on the first page hereof.

         2.10 EXERCISE PRICE. "Exercise Price" means the purchase price per
share of Common Stock payable upon exercise of an Option.

         2.11 FAIR MARKET VALUE. "Fair Market Value" on any given date means the
value of one share of Common Stock, determined as follows:

                  (a) If the Common Stock is then listed or admitted to trading
on a NASDAQ market system or a stock exchange which reports closing sale prices,
the Fair Market Value shall be the closing sale price on the date of valuation
on such NASDAQ market system or principal stock exchange on which the Common
Stock is then listed or admitted to trading, or, if no closing sale price is
quoted on such day, then the Fair Market Value shall be the closing sale price
of the Common Stock on such NASDAQ market system or such exchange on the next
preceding day for which a closing sale price is reported.

                  (b) If the Common Stock is not then listed or admitted to
trading on a NASDAQ market system or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the average of the closing bid and asked
prices of the Common Stock in the over-the-counter market on the date of
valuation.

                  (c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Administrator
in good faith using any reasonable method of evaluation, which determination
shall be conclusive and binding on all interested parties.

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         2.12 INCENTIVE OPTION. "Incentive Option" means any Option designated
and qualified as an "incentive stock option" as defined in Section 422 of the
Code.

         2.13 INCENTIVE OPTION AGREEMENT. "Incentive Option Agreement" means an
Option ,Agreement with respect to an Incentive Option.

         2.14 NASD DEALER. "NASD Dealer" means a broker-dealer that is a member
of the National Association of Securities Dealers, Inc.

         2.15 NONQUALIFIED OPTION. "Nonqualified Option" means any Option that
is not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

         2.16 NONQUALIFIED OPTION AGREEMENT. "Nonqualified Option Agreement"
means an Option Agreement with respect to a Nonqualified Option.

         2.17 OFFEREE. "Offeree" means a Participant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.

         2.18 OPTION. "Option" means any option to purchase Common Stock granted
pursuant to the Plan.

         2.19 OPTION AGREEMENT. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.

         2.20 OPTIONEE. "Optionee" means a Participant who holds an Option.

         2.21 PARTICIPANT. "Participant" means an individual or entity who holds
an Option, a Right to Purchase or Restricted Stock under the Plan.

         2.22 PURCHASE PRICE. "Purchase Price" means the purchase price per
share of Restricted Stock payable upon acceptance of a Right to Purchase.

         2.23 RESTRICTED STOCK. "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to such ARTICLE 6.

         2.24 RIGHT TO PURCHASE. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

         2.25 SERVICE PROVIDER. "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated Company
and who the Administrator authorizes to become a Participant in the Plan.

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         2.26 STOCK PURCHASE AGREEMENT. "Stock Purchase Agreement" means the
written agreement entered into between the Company and the Offeree with respect
to a Right to Purchase offered under the Plan.

         2.27 10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.

                                    ARTICLE 3

                                   ELIGIBILITY

         3.1 INCENTIVE OPTIONS. Only employees of the Company or of an
Affiliated Company (including officers of the Company and members of the Board
if they are employees of the Company or of an Affiliated Company) are eligible
to receive Incentive Options under the Plan.

         3.2 NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE. Employees of the
Company or of an Affiliated Company, officers of the Company and members of the
Board (whether or not employed by the Company or an Affiliated Company), and
Service Providers are eligible to receive Nonqualified Options or Rights to
Purchase under the Plan.

                                    ARTICLE 4

                                   PLAN SHARES

         4.1 SHARES SUBJECT TO THE PLAN. A total of 3,000,000 shares of Common
Stock may be issued under the Plan, subject to adjustment as to the number and
kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation,
in the event that (a) all or any portion of any Option or Right to Purchase
granted or offered under the Plan can no longer under any circumstances be
exercised, or (b) any shares of Common Stock are reacquired by the Company
pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or
Stock Purchase Agreement, the shares of Common Stock allocable to the
unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan.

         4.2 CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly
as practicable, but not to increase, the benefits to Participants.

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                                    ARTICLE 5

                                     OPTIONS

         5.1 OPTION AGREEMENT. Each Option granted pursuant to this Plan shall
be evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, and whether the Option is an
Incentive Option or Nonqualified Option. As soon as is practical following the
grant of an Option, an Option Agreement shall be duly executed and delivered by
or on behalf of the Company to the Optionee to whom such Option was granted.
Each Option Agreement shall be in such form and contain such additional terms
and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations
upon any shares of Common Stock acquired pursuant to an Option Agreement. Each
Option Agreement may be different from each other Option Agreement.

         5.2 EXERCISE PRICE. The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to the
following: (a) the Exercise Price of an Incentive Option shall not be less than
100% of Fair Market Value on the date the Incentive Option is granted, (b) the
Exercise Price of a Nonqualified Option shall not be less than 100% of Fair
Market Value on the date the Nonqualified Option is granted, and (c) if the
person to whom an Option is granted is a 10% Shareholder on the date of grant,
the Exercise Price shall not be less than 1 10% of Fair Market Value on the date
the Option is granted.

         5.3 PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee that have been
held by the Optionee for at least six (6) months, which surrendered shares shall
be valued at Fair Market Value as of the date of such exercise; (d) the
Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and 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; (h) provided that a public market for
the Common Stock exists, a "margin" commitment from the Optionee and an NASD
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 (i) any combination-of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law.

         5.4 TERM AND TERMINATION OF OPTIONS. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no Option
may be exercisable more than ten (10) years after the date it is granted. An
Incentive Option granted to a person who is a 10%

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Shareholder on the date of grant shall not be exercisable more than five (5)
years after the date it is granted.

         5.5 VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator. An
Option granted to an employee who is neither an officer nor a director of the
Company must vest at a rate of at least 20% per year over a period of five years
from the date of grant, subject to reasonable conditions such as continued
employment.

         5.6 ANNUAL LIMIT ON INCENTIVE OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the
first time by an Optionee during any calendar year, exceed $100.000.

         5.7 NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee.

         5.8 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an
Option shall have no rights or privileges as a shareholder with respect to any
shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued
to such person.

                                    ARTICLE 6

                               RIGHTS TO PURCHASE

         6.1 NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by the
Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives.

         6.2 ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights
with respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

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         6.3 PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions,
payment of the Purchase Price upon acceptance of a Right to Purchase Restricted
Stock may be made, in the discretion of the Administrator, by: (a) cash; (b)
check; (c) the surrender of shares of Common Stock owned by the Offeree that
have been held by the Offeree for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise: (d)
the Offeree's promissory note in a form and on terms acceptable to the
Administrator: (e) the cancellation of indebtedness of the Company to the
Offeree: (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.

         6.4 RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of
Section 6.2 hereof, an Offeree shall have the rights of a shareholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase,
including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement. Unless the
Administrator shall determine otherwise, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company until such shares
have vested in accordance with the terms of the Stock Purchase Agreement.

         6.5 RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

         6.6 VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.

         6.7 DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

         6.8 NONASSIGNABILITY OF RIGHTS. No Right to Purchase shall be
assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Administrator.

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                                    ARTICLE 7

                           ADMINISTRATION OF THE PLAN

         7.1 ADMINISTRATOR. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
As used herein, the term "Administrator" means the Board or, with respect to any
matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee.

         7.2 POWERS OF THE ADMINISTRATOR. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options shall be granted and Rights to Purchase shall be offered, the number of
shares to be represented by each Option and Right to Purchase and the
consideration to be received by the Company upon the exercise thereof; (b) to
interpret the Plan; (c) to create, amend or rescind rules and regulations
relating to the Plan; (d) to determine the terms, conditions and restrictions
contained in, and the form of, Option Agreements and Stock Purchase Agreements:
(e) to determine the identity or capacity of any persons who may be entitled to
exercise a Participant's rights under any Option or Right to Purchase under the
Plan: (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement; (g) to accelerate the vesting of any Option or release or waive any
repurchase rights of the Company with respect to Restricted Stock: (h) to extend
the exercise date of any Option or acceptance date of any Right to Purchase; (i)
to provide for rights of first refusal and/or repurchase rights; (j) to amend
outstanding Option Agreements and Stock Purchase Agreements to provide for,
among other things, any change or modification which the Administrator could
have provided for upon the grant of an Option or Right to Purchase or in
furtherance of the powers provided for herein; and (k) to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. Any
action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

         7.3 LIMITATION ON LIABILITY. No employee of the Company or member of
the Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith: To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal, administrative or,
investigative, by reason of such person's conduct in the performance of duties
under the Plan.

                                    ARTICLE 8

                                CHANGE IN CONTROL

         8.1 CHANGE IN CONTROL. In order to preserve a Participant's rights in
the event of a Change in Control of the Company:

                                       8
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                  (a) Vesting of all outstanding Options shall accelerate
automatically effective as of immediately prior to the consummation of the
Change in Control unless the Options are to be assumed by the acquiring or
successor entity (or parent thereof) or new options or New Incentives are to be
issued in exchange therefor, as provided in subsection (b) below.

                  (b) Vesting of outstanding Options shall not accelerate if and
to the extent that: (i) the Options (including the unvested portion thereof) are
to be assumed by the acquiring or successor entity (or parent thereof) or new
options of comparable value are to be issued in exchange therefor pursuant to
the terms of the Change in Control transaction, or (ii) the Options (including
the unvested portion thereof) are to be replaced by the acquiring or successor
entity (or parent thereof) with other incentives under a new incentive program
("New Incentives") containing such terms and provisions as the Administrator in
its discretion may consider equitable. If outstanding Options are assumed, or if
new options of comparable value are issued in exchange therefor, then each such
Option or new option shall be appropriately adjusted, concurrently with the
Change in Control, to apply to the number and class of securities or other
property that the Participant would have received pursuant to the Change in
Control transaction in exchange for the shares issuable upon exercise of the
Option had the Option been exercised immediately prior to the Change in Control,
and appropriate adjustment also shall be made to the Exercise Price such that
the aggregate Exercise Price of each such Option or new option shall remain the
same as nearly as practicable.

                  (c) The Administrator in its discretion may provide in any
Option Agreement that if such Option is assumed by an acquiring or successor
entity (or parent thereof) or a new option of comparable value or New Incentive
is issued in exchange therefor pursuant to the terms of a Change in Control
transaction, then vesting of the Option, the new option or the New Incentive
shall accelerate if and at such time as the Participant's service as an
employee, director, officer, consultant or other service provider to the
acquiring or successor entity (or a parent or subsidiary thereof) is terminated
involuntarily within a specified period following consummation of the Change in
Control, pursuant to such terms and CONDITIONS AS shall be set forth in the
Option Agreement.

                  (d) If outstanding Options will accelerate pursuant to
subsection (a) above, the Administrator in its discretion may provide, in
connection with the Change in Control transaction, for the purchase or exchange
of each Option for an amount of cash or other property having a value equal to
the difference (or "spread") between: (x) the value of the cash or other
property that the Participant would have received pursuant to the Change in
Control transaction in exchange for the shares issuable upon exercise of the
Option had the Option been exercised immediately prior to the Change in Control,
and (y) the Exercise Price of the Option.

                  (e) If a Participant holds shares of Restricted Stock that are
not fully vested at the time a Change in Control occurs, the provisions set
forth above in this Article 8 with respect to the vesting of Options also shall
apply to the vesting of shares of Restricted Stock. Thus, if the vesting of
outstanding Options does not accelerate because they are assumed or new options
of comparable value or New Incentives are issued in exchange therefor, as
contemplated by Section 8.1(b), then the vesting provisions of the Restricted
Stock shall also continue on a comparable basis following consummation of the
Change in Control. Likewise, if outstanding Options are not assumed and the
vesting of outstanding Options accelerates, as provided in


                                       9
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Section 8.1(a), then the vesting of shares of Restricted Stock also shall
accelerate upon consummation of the Change in Control.

                  (f) Outstanding Options shall terminate and cease to be
exercisable upon consummation of a Change in Control except to the extent that
the Options are assumed by the successor entity (or parent thereof) or new
options of comparable value or New Incentives are issued in exchange therefor
pursuant to the terms of the Change in Control transaction.

                                    ARTICLE 9

                      AMENDMENT AND TERMINATION OF THE PLAN

         9.1 AMENDMENTS. The Board may from time to time alter, amend, suspend
or terminate the Plan in such respects as the Board may deem advisable. No such
alteration, amendment, suspension or termination shall be made which shall
substantially affect or impair the rights of any Participant under an
outstanding Option Agreement or Stock Purchase Agreement without such
Participant's consent. The Board may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionees more favorable tax treatment than that applicable
to Options granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms
and conditions.

         9.2 PLAN TERMINATION. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or Rights to Purchase may be granted under the
Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to
Purchase then outstanding shall continue in effect in accordance with their
respective terms.

                                   ARTICLE 10

                                 TAX WITHHOLDING

         10.1 WITHHOLDING. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable Federal, state, and local tax withholding requirements with
respect to any Options exercised or Restricted Stock issued under the Plan. To
the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in part, up to an amount determined on the
basis of the highest marginal tax rate applicable to such Participant, by (a)
directing the Company to apply shares of Common Stock to which the Participant
is entitled as a result of the exercise of an Option or .as a result of the
purchase of or lapse of restrictions on Restricted Stock or (b) delivering to
the Company shares of Common Stock owned by the Participant. The shares of
Common Stock so applied or delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.

                                       10
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                                   ARTICLE 11

                                  MISCELLANEOUS

         11.1 BENEFITS NOT ALIENABLE. Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or
involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other
disposition shall be without effect.

         11.2 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of any
Participant. Nothing contained in the Plan shall be deemed to give the right to
any Participant to be retained as an employee of the Company or any Affiliated
Company or to limit the right of the Company or any Affiliated Company to
discharge any Participant at any time.

         11.3 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.

         11.4 ANNUAL FINANCIAL STATEMENTS. A copy of the Company's financial
statements for the most recently completed fiscal year shall be provided to each
Participant annually. Such financial statements shall be prepared in accordance
with generally accepted accounting principles. The Administrator may require
that Participants sign an appropriate confidentiality agreement as a condition
to receiving a copy of the financial statements.



                                       11
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                               CMD TECHNOLOGY INC.

                             STOCK OPTION AGREEMENT

         TYPE OF OPTION (CHECK ONE):     |_| INCENTIVE      |_| NONQUALIFIED

         This 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 Company's 1999 Stock Incentive 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 and the provisions of the Plan. If the box marked
"Incentive" above is checked, then 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"). If this Option fails in whole or in part to
qualify as an incentive stock option, or if the box marked "Nonqualified" is
checked, then this Option shall to that extent constitute a nonqualified stock
option.

         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:


                                                   THIS OPTION SHALL BE
                ON OR AFTER:                        EXERCISABLE AS TO:
                -----------                         ------------------

       (i)   _______________, 19__:                          ____________ shares

       (ii)  _______________, 19__:            an additional ____________ shares

       (iii) _______________, 19__:            an additional ____________ shares

       (iv)  _______________, 19__:            an additional ____________ shares

No additional shares shall vest after the date of termination of Optionee's
"Continuous Service" (as defined in Section 3 below), but this Option shall
continue to be exercisable 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 Service.


<PAGE>

         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;

                                    (b) the expiration of three (3) months from
                  the date of termination of Optionee's Continuous Service if
                  such termination occurs for any reason other than permanent
                  disability, death or voluntary resignation; provided, however,
                  that if Optionee dies during such three-month period the
                  provisions of Section 3(e) below shall apply;

                                    (c) the expiration of one (1) month from the
                  date of termination of Optionee's Continuous Service if such
                  termination occurs due to voluntary resignation: provided,
                  however, that if Optionee dies during such one-month period
                  the provisions of Section 3(e) below shall apply;

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

                                    (e) the expiration of one (1) year from the
                  date of termination of Optionee's Continuous Service if such
                  termination is due to Optionee's death or if death occurs
                  during either the three-month or one-month period following
                  termination of Optionee's Continuous Service pursuant to
                  Section 3(b) or 3(c) above, as the case may be; or

                                    (f) upon the consummation of a "Change in
                  Control" (as defined in Section 2.4 of the Plan), unless
                  otherwise provided pursuant to Section 12 below.

         As used herein, the term "Continuous Service" means (i) employment by
either the Company or any parent or subsidiary corporation of the Company, or by
a corporation or a parent or subsidiary of a corporation issuing or assuming a
stock option in a transaction to which Section 424(a) of the Code applies, 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 any of such other employer corporations,
if applicable, (ii) service as a member of the Board of Directors of the Company
until Optionee resigns, is removed from office, or Optionee's term of office
expires and he or she is not reelected, or (iii) so long as Optionee is engaged
as a consultant or service provider to the Company or other corporation referred
to in clause (i) above.

                                       2
<PAGE>

         4. EXERCISE OF OPTION. On or after the vesting of any portion of this
Option in accordance with Sections 2 or 12 hereof, and until termination of the
right to exercise 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) upon 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 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 Administrator may approve
                  from time to time under the provisions of Section 5.3 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 of this Option
                  (unless the Company and Optionee shall have made other
                  arrangements for deductions or withholding from Optionee's
                  wages, bonus or other compensation payable to Optionee, or by
                  the withholding of Shares issuable upon exercise of this
                  Option or the delivery of Shares owned by the Optionee in
                  accordance with Section 10.1 of the Plan, 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.

         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's
Continuous Service terminates as a result of his or her death, 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 Optionee's
                  personal account, for investment purposes only, and not with a
                  view to the distribution, resale or other disposition thereof.

                                       3
<PAGE>

                                    (b) Optionee acknowledges that the Company
                  may issue Shares upon the exercise of the Option without
                  registering such Shares under the Securities Act of 1933, as
                  amended (the "Securities 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 Securities 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 Securities 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 obligations
                  connected with this Option are set forth in this Agreement and
                  in the Plan.

         7.       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 Service (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 7. The
                  Repurchase Right may be exercised by the Company at any time
                  during the period commencing on the date of termination of
                  Optionee's Continuous Service and ending sixty (60) days after
                  the last to occur of the following:

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

                                        (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

                                       4
<PAGE>

                  (determined in accordance with Section 2.11 of the Plan) as of
                  the date of termination of Optionee's Continuous Service 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 to the Optionee or his or her Successor, as the
                  case may be, during the period specified in Section 7(a)
                  above.

                                    (d) The Repurchase Price shall be payable,
                  at the option of the Company, by check or by cancellation of
                  all or a portion of any outstanding indebtedness of Optionee
                  to the Company, or by any combination thereof. The Repurchase
                  Price shall be paid without interest within thirty (30) 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 certificates representing the
                  Shares to be repurchased, duly endorsed for transfer to the
                  Company.

                                    (e) The rights provided the Company under
                  this Section 7 shall terminate upon the closing of the initial
                  public offering of shares of the Company's Common Stock
                  pursuant to a registration statement filed with and declared
                  effective by the Securities and Exchange Commission under the
                  Securities Act.

         8.       RIGHT OF FIRST REFUSAL.

                                    (a) 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 8, and subject
                  in all cases to compliance with the provisions of Section 6(b)
                  hereof. Prior to any intended sale, Optionee shall first give
                  written notice (the "Offer 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(s), (iii) the number of Shares the 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 receipt of the
                  Offer 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 Offer Notice
                  by delivery of written notice (the "Acceptance
                  Notice'(degree)) to the Optionee specifying the number of
                  Offered Shares that the Company or its nominees elect to
                  purchase. Within 15 days after delivery of the Acceptance
                  Notice to the Optionee, the Company and/or its nominee(s)
                  shall deliver to the Optionee payment of the amount of the
                  purchase price of the Offered Shares to be purchased pursuant
                  to this Section 8, 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. Payment shall be made on
                  the same terms as set forth in the Offer Notice or, at the
                  election of the Company or

                                       5
<PAGE>

                  its nominees(s), by check or wire transfer of funds. 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(s) named in the
                  Offer Notice at the price specified in the Offer Notice or at
                  a higher price and on the terms and conditions set forth in
                  the Offer Notice; provided, however, that such sale or other
                  transfer must be consummated within 60 days from the date of
                  the Offer 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 8.

                                    (c) The Optionee may transfer all or any
                  portion of the Shares to a trust established for the sole
                  benefit of the Optionee and/or his or her spouse or children
                  without such transfer being subject to the right of first
                  refusal set forth in this Section 8, provided that the Shares
                  so transferred shall remain subject to the terms and
                  conditions of this Agreement and no further transfer of such
                  Shares may be made without complying with the provisions of
                  this Section 8.

                                    (d) Notwithstanding any other provision of
                  this Section 8, 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 Code 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.

                                    (e) Any Successor of Optionee pursuant to
                  Section 5 hereof, and any transferee of the Shares pursuant to
                  this Section 8, shall hold the Shares subject to the terms and
                  conditions of this Agreement and no further transfer of the
                  Shares may be made without complying with the provisions of
                  this Section 8.

                                    (f) The provisions of this Section 8 shall
                  not apply to a sale of the Shares to the Company pursuant to
                  Section 7 above.

                                    (g) The rights provided the Company and its
                  nominee(s) under this Section 8 shall terminate upon the
                  closing of the initial public offering of shares of the
                  Company's Common Stock pursuant to a registration statement
                  tiled with and declared effective by the Securities and
                  Exchange Commission under the Securities Act.

         9.       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

                                       6
<PAGE>

                  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 9. 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
                  2.11 of the Plan) as of the Date of Divorce or the Exercise
                  Price stated in Section I 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 9(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 9(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 9(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 9(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 9.

                                    (d) The rights provided the Company (and its
                  nominee(s)) and the Optionee under this Section 9 shall
                  terminate upon the closing of the initial

                                       7
<PAGE>

                  public offering of shares of the Company's Common Stock
                  pursuant to a registration statement filed with and declared
                  effective by the Securities and Exchange Commission under the
                  Securities Act.

         10.      RESTRICTIVE LEGENDS.

                                    (a) 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 or
                  advisable.

                                    (b) 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 THE CORPORATION
                  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."

         11. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event that
the outstanding shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization, stock split,
combination of shares, reclassification, stock dividend or other change in the
capital structure of the Company, then appropriate adjustment shall be made by
the Administrator to the number of Shares subject to the unexercised portion of
this Option and to the Exercise Price per share, in order to preserve, as nearly
as practical, but not to increase, the benefits of the Optionee under this
Option, in accordance with the provisions of Section 4.2 of the Plan.

         12. CHANGE IN CONTROL. In the event of a Change in Control (as defined
in Section 2.4 of the Plan) of the Company:

                                    (a) The right to exercise this Option shall
                  accelerate automatically and vest in full (not withstanding
                  the provisions of Section 2 above) effective as of immediately
                  prior to the consummation of the Change in Control unless this
                  Option is to be assumed by the acquiring or successor entity
                  (or parent thereof) or a new option or New Incentives are to
                  be issued in exchange therefor, as provided in subsection (b)
                  below. If vesting of this Option will accelerate

                                       8
<PAGE>

                  pursuant to the preceding sentence, the Administrator in its
                  discretion may provide, in connection with the Change in
                  ,Control transaction, for the purchase or exchange of this
                  Option for an amount of cash or other property having a value
                  equal to the difference (or "spread") between: (x) the value
                  of the cash or other property that the Optionee would have
                  received pursuant to the Change in Control transaction in
                  exchange for the shares issuable upon exercise of this Option
                  had this Option been exercised immediately prior to the Change
                  in Control, and (y) the Exercise Price of this Option.

                                    (b) The vesting of this Option shall not
                  accelerate if and to the extent that: (i) this Option
                  (including the unvested portion thereof) is to be assumed by
                  the acquiring or successor entity (or parent thereof) or a new
                  option of comparable value is to be issued in exchange
                  therefor pursuant to the terms of the Change in Control
                  transaction, or (11) this Option (including the unvested
                  portion thereof) is to be replaced by the acquiring or
                  successor entity (or parent thereof) with other incentives
                  under a new incentive program ("New Incentives") containing
                  such terms and provisions as the Administrator in its
                  discretion may consider equitable. If this Option is assumed,
                  or if a new option of comparable value is issued in exchange
                  therefor, then this Option or the new option shall be
                  appropriately adjusted, concurrently with the Change in
                  Control, to apply to the number and class of securities or
                  other property that the Optionee would have received pursuant
                  to the Change in Control transaction in exchange for the
                  shares issuable upon exercise of this Option had this Option
                  been exercised immediately prior to the Change in Control, and
                  appropriate adjustment also shall be made to the Exercise
                  Price such that the aggregate Exercise Price of this Option or
                  the new option shall remain the same as nearly as practicable.

                                    (c) If the provisions of subsection (b)
                  above apply, then this Option, the new option or the New
                  Incentives shall not accelerate but shall continue to vest in
                  accordance with the provisions of Section 2 hereof. However,
                  in the event of an Involuntary Termination (as defined below)
                  of Optionee's Continuous Service within twelve (12) months
                  following such Change in Control, then vesting of this Option,
                  the new option or the New Incentives shall accelerate
                  automatically effective upon such Involuntary Termination.

                                    (d) For purposes of this Section 12, the
                  following terms shall have the meanings set forth below:

                                        (i) "Involuntary Termination" shall mean
                                the termination of Optionee's Continuous Service
                                by reason of:

                                    (A) Optionee's involuntary dismissal or
                  discharge by the Company, or by the acquiring or successor
                  entity (or parent or any subsidiary thereof employing the
                  Optionee) for reasons other than Misconduct (as defined
                  below), or

                                    (B) Optionee's voluntary resignation
                  following (x) a change in

                                       9
<PAGE>

                  Optionee's position with the Company, the acquiring or
                  successor entity (or parent or any subsidiary thereof) which
                  materially reduces Optionee's duties and responsibilities or
                  the level of management to which Optionee reports, (x) a
                  reduction in Optionee's level of compensation (including base
                  salary, fringe benefits and target bonus under any performance
                  based bonus or incentive programs) by more than fifteen
                  percent (15 %), or (z) a relocation of Optionee's place of
                  employment by more than thirty (30) miles, provided and only
                  if such change, reduction or relocation is effected without
                  Optionee's written consent.

                                        (ii) "Misconduct" shall mean commission
                                of any act of fraud, embezzlement or dishonesty
                                by Optionee, any unauthorized use or disclosure
                                by Optionee of confidential information or trade
                                secrets of the Company, the acquiring or
                                successor entity (or parent or any subsidiary
                                thereof), or any intentional wrongdoing by
                                Optionee, whether by omission or commission,
                                which adversely affects the business or affairs
                                of the Company, the acquiring or successor
                                entity (or parent or any subsidiary thereof) in
                                a material manner. The provisions of this
                                Section shall not limit the grounds for the
                                dismissal or discharge of Optionee or any other
                                individual in the service of the Company, the
                                acquiring or successor entity (or parent or any
                                subsidiary thereof).

                                       10
<PAGE>

         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 at 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 such person
has duly exercised this Option, paid the Exercise Price and become a holder of
record of the Shares purchased.

         15. "MARKET STAND-OFF" AGREEMENT. Optionee agrees that, if requested by
the Company or the managing underwriter of any proposed public offering of the
Company's securities. Optionee will not sell or otherwise transfer or dispose of
any Shares held by Optionee without the prior written consent of the Company or
such underwriter, as the case may be, during such period of time, not to exceed
180 days following the effective date of the registration statement filed by the
Company with respect to such offering, as the Company or the underwriter may
specify.

         16. INTERPRETATION. This Option is granted pursuant to the terms of the
Plan, and shall in all respects be interpreted in accordance therewith. The
Administrator shall interpret and construe this Option and the Plan, and any
action, decision, interpretation or determination made in good faith by the
Administrator shall be final and binding on the Company and the Optionee. As
used in this Agreement, the term "Administrator" 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 Administrator shall mean the
Board of Directors.

         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
Chief Financial Officer, 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

                                       11
<PAGE>

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 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.




                                       12
<PAGE>


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

           CMD TECHNOLOGY INC.                           "OPTIONEE"


By:
   ------                                         ----------------------------
         Simon Huang, President                          (Signature)


                                                  ----------------------------
                                                      (Type or print name)




                                       13
<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)


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                                                     (Type or print name)




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