Exhibit 10.1

                            AMERICAN MOLD GUARD, INC.
                              AMENDED AND RESTATED
                              EQUITY INCENTIVE PLAN

                                    SECTION I
                                  INTRODUCTION

          1.1 ESTABLISHMENT. American Mold Guard, Inc., a California corporation
(hereinafter referred to, as the "Company"), hereby establishes the American
Mold Guard, Inc. Equity Incentive Plan (the "Plan") for certain key employees
and consultants of the Company.

          1.2 PURPOSES. The purposes of the Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to Eligible Employees and Consultants of the Company and to
create in such Eligible Employees and Consultants a more direct interest in the
future success of the operations of the Company by relating incentive
compensation to increases in stockholder value, so that the income of Eligible
Employees and Consultants is more closely aligned with the income of the
Company's stockholders.

                                    SECTION 2
                                   DEFINITIONS

          2.1 DEFINITIONS. The following terms shall have the meanings set forth
below:

                (a) "Award" means a grant made under this Plan in the form of
Stock, Options, or Restricted Stock.

                (b) "Board" means the Board of Directors of the Company.

                (c) "Consultant" means any person, including an advisor, who is
engaged by the Company to render services and is compensated for such services,
and any director of the Company whether compensated for such services or not;
provided that the term Consultant shall not include directors who are not
compensated for their services or are paid only a director's fee by the Company.

                (d) "Effective Date" means the effective date of the Plan.

                (e) "Eligible Employees" means full-time key employees
(including, without limitation, officers and directors who are also employees)
of the Company upon whose judgment, initiative and efforts the Company is, or
will be, important to the successful conduct of its business.

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                (f) "Fair Market Value" means the officially quoted closing
price of the Stock on the Nasdaq Stock Market, or if the Stock is listed on a
securities exchange, the last reported sales price of the Stock on such exchange
which shall be for consolidated trading if applicable to such exchange, or if
neither so reported or listed, the last reported bid price of the Stock. If the
Stock is not publicly traded, the Fair Market Value of the Stock on any date
shall be determined in good faith by the Incentive Plan Committee after such
consultation with outside legal, accounting and other experts as the Incentive
Plan Committee may deem advisable, and the Committee shall maintain a written
record of its method of determining such value.

                (g) "Incentive Plan Committee" means a committee consisting of
at least two disinterested members of the Board who are empowered hereunder to
take actions in the administration of the Plan. The Incentive Plan Committee
shall be so constituted at all times as to permit the Plan to comply with Rule
16b-3 or any successor rule promulgated under the Securities Exchange Act of
1934 (the "1934 Act"). Members of the Incentive Plan Committee shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board, and may resign at any time upon written notice to the Board.

                (h) "Incentive Stock Option" means any Option designated as such
and granted in accordance with the requirements of Section 422 of the Internal
Revenue Code.

                (i) "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.

                (j) "Non-Statutory Option" means any Option other than an
Incentive Stock Option.

                (k) "Option" means a right to purchase Stock at a stated price
for a specified period of time.

                (l) "Option Price" means the price at which shares of Stock
subject to an Option may be purchased, determined in accordance with subsection
7.2(b).

                (m) "Participant" means an Eligible Employee or Consultant to
the Company designated by the Incentive Plan Committee from time to time during
the term of the Plan to receive one or more Awards under the Plan.

                (n) "Plan Year" means each 12-month period beginning January I
and ending December 31, except that for the first year of the Plan it shall
begin on the Effective Date.

                (o) "Restricted Stock" means Stock granted under Section 9 that
is subject to restrictions imposed pursuant to said Section.

                (p) "Share" means a share of Stock.

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                (q) "Stock" means the common stock, no par value, of the
Company.

          2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
the masculine gender shall also include the feminine gender, and the definition
of any term herein in the singular shall also include the plural.


                                    SECTION 3
                               PLAN ADMINISTRATION

          The Plan shall be administered by the Incentive Plan Committee. In
accordance with the provisions of the Plan, the Incentive Plan Committee shall,
in its sole discretion, select Participants from among the Eligible Employees
and Consultants to whom Awards will be granted, the form of each Award, the
amount of each Award and any other terms and conditions of each Award as the
Incentive Plan Committee may deem necessary or desirable and consistent with the
terms of the Plan. The Incentive Plan Committee shall determine the form or
forms of the agreements with participants which shall evidence the particular
provisions, terms, conditions, rights and duties of the Company and the
Participants with respect to Awards granted pursuant to the Plan, which
provisions need not be identical except as may be provided herein. The Incentive
Plan Committee may from time to time adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company. The Incentive Plan Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
agreement entered into hereunder in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. No member
of the Incentive Plan Committee shall be liable for any action or determination
made in good faith, and all members of the Committee shall, in addition to their
rights as directors, be fully protected by the Company with respect to any such
action, determination or interpretation. The determination, interpretations and
other actions of the Incentive Plan Committee pursuant to the provisions of the
Plan shall be binding and conclusive for all purposes and on all persons.


                                    SECTION 4
                            STOCK SUBJECT TO THE PLAN

          4.1 NUMBER OF SHARES. The maximum aggregate number of Shares which may
be authorized for issuance under the Plan in accordance with the provisions of
the Plan and subject to such restrictions or other provisions as the Incentive
Plan Committee may from time to time deem necessary is one million two hundred
fifty thousand (1,250,000). The Shares may be divided among the various Plan
components as the Incentive Plan Committee shall determine. Shares which may be
issued upon the exercise of Options shall be applied to reduce the maximum
number of

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Shares remaining available for use under the Plan. The Company shall at all
times during the term of the Plan and while any Options are outstanding retain
as authorized and unissued Stock, or as treasury Stock, at least the number of
Shares from time to time required under the provisions of the Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.

          4.2 UNUSED AND FORFEITED STOCK. Any Shares that are subject to an
Award under this Plan which are not used because the terms and conditions of the
Award are not met, including any Shares that are subject to an Option which
expires or is terminated for any reason, any Shares which are used for full or
partial payment of the purchase price of Shares with respect to which an Option
is exercised and any Shares retained by the Company pursuant to Section 15.2
shall automatically become available for use under the Plan.

          4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If the Company
shall at any time increase or decrease the number of its outstanding Shares or
change in any way the rights and privileges of such Shares by means of the
payment of a stock dividend or any other distribution upon such Shares payable
in Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, then in relation to
the Stock that is affected by one or more of the above events, the numbers,
rights and privileges of the following shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the shares of Stock as to
which Awards may be granted under the Plan; and (ii) the Shares of Stock then
included in each outstanding Option granted hereunder.

          4.4 DIVIDEND PAYABLE IN STOCK OF ANOTHER CORPORATION ETC. If the
Company shall at any time pay or make any dividend or other distribution upon
the Stock payable in securities of another corporation or other property (except
money or Stock), a proportionate part of such securities or other property shall
be set aside and delivered to any Participant then holding an Award for the
particular type of Stock for which the dividend or other distribution was made,
upon exercise thereof in the case of Options, and the vesting thereof in the
case of other Awards. Prior to the time that any such securities or other
property are delivered to a Participant in accordance with the foregoing, the
Company shall be the owner of such securities or other property and shall have
the right to vote the securities, receive any dividends payable on such
securities, and in all other respects shall be treated as the owner. If
securities or other property which have been set aside by the Company in
accordance with this Section are not delivered to a Participant because an Award
is not exercised or otherwise vested, then such securities or other property
shall remain the property of the Company and shall be dealt with by the Company
as it shall determine in its sole discretion.

          4.5 OTHER CHANGES IN STOCK. In the event there shall be any change,
other than as specified in Sections 4.3 and 4.4, in the number or kind of
outstanding shares of Stock or of any stock or other securities into which the
Stock shall be changed or for which it shall have been exchanged, and if the
Incentive Plan Committee shall in its discretion determine that such change
equitably requires an adjustment in the number or kind of Shares subject to
outstanding

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Awards or which have been reserved for issuance pursuant to the Plan but are not
then subject to an Award, then such adjustments shall be made by the Incentive
Plan Committee and shall be effective for all purposes of the Plan and on each
outstanding Award that involves the particular type of stock for which a change
was effected.

          4.6 RIGHTS TO SUBSCRIBE. If the Company shall at any time grant to the
holders of its Stock rights to subscribe pro rata for additional shares thereof
or for any other securities of the Company or of any other corporation, there
shall be reserved with respect to the Shares then subject to an Award held by
any Participant of the particular class of Stock involved, the Stock or other
securities which the Participant would have been entitled to subscribe for if
immediately prior to such grant the Participant had exercised his entire Option,
or otherwise vested in his entire Award. If, upon exercise of any such Option or
the vesting of any other Award, the Participant subscribes for the additional
Stock or other securities, the Participant shall pay to the Company the price
that is payable by the Participant for such Stock or other securities.

          4.7 GENERAL ADJUSTMENT RULES. If any adjustment or substitution
provided for in this Section 4 shall result in the creation of a fractional
Share under any Award, the Company shall, in lieu of selling or otherwise
issuing such fractional Share, pay to the Participant a cash sum in an amount
equal to the product of such fraction multiplied by the Fair Market Value of a
Share on the date the fractional Share would otherwise have been issued. In the
case of any such substitution or adjustment affecting an Option, the total
Option Price for the shares of Stock then subject to an Option shall remain
unchanged but the Option Price per share under each such Option shall be
equitably adjusted by the Incentive Plan Committee to reflect the greater or
lesser number of shares of Stock or other securities into which the Stock
subject to the Option may have been changed.

          4.8 DETERMINATION BY INCENTIVE PLAN COMMITTEE, ETC. Adjustments under
this Section 4 shall be made by the Incentive Plan Committee, whose
determinations with regard thereto shall be final and binding upon all parties
thereto.


                                    SECTION 5
                          REORGANIZATION OR LIQUIDATION

          In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is acquired by any
other corporation, business entity or person (other than a sale or conveyance in
which the Company continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the Company), or in
case of a reorganization (other than a reorganization under the United States
Bankruptcy Code) or liquidation of the Company, and if the provisions of Section
11 do not apply, the Incentive

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Plan Committee, or the board of directors of any corporation assuming the
obligations of the Company, shall have the power and discretion to prescribe the
terms and conditions for the exercise of, or modification of, any outstanding
Awards granted hereunder. By way of illustration, and not by way of limitation,
the Incentive Plan Committee may provide for the complete or partial
acceleration of the dates of exercise of the Options, or may provide that such
Options will be exchanged or converted into options to acquire securities of the
surviving or acquiring corporation, or may provide for a payment or distribution
in respect of outstanding Options (or the portion thereof that is currently
exercisable) in cancellation thereof. The Incentive Plan Committee may remove
restrictions on Restricted Stock and may modify the performance requirements for
any other Awards. The Incentive Plan Committee may provide that Stock or other
Awards granted hereunder must be exercised in connection with the closing of
such transaction, and that if not so exercised such Awards will expire. Any such
determinations by the Incentive Plan Committee may be made generally with
respect to all Participants, or may be made on a case-by-case basis with respect
to particular Participants. The provisions of this Section 5 shall not apply to
any transaction undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of the Company's capital stock.


                                    SECTION 6
                                  PARTICIPATION

          Participants in the Plan shall be those Eligible Employees or
Consultants who, in the judgment of the Incentive Plan Committee, are
performing, or during the term of their incentive arrangement will perform,
important services in the management, operation and development of the Company,
and significantly contribute, or are expected to significantly contribute, to
the achievement of long-term corporate economic objectives. Participants may be
granted from time to time one or more Awards; provided, however, that the grant
of each such Award shall be separately approved by the Incentive Plan Committee,
and receipt of one such Award shall not result in automatic receipt of any other
Award, and written notice shall be given to such person, specifying the terms,
conditions, rights and duties related thereto; and further provided that
Incentive Stock Options shall not be granted to Consultants or to Eligible
Employees who are not permitted to receive Incentive Stock Options under the
Internal Revenue Code. Each Participant shall enter into an agreement with the
Company, in such form as the Incentive Plan Committee shall determine and which
is consistent with the provisions of the Plan, specifying such terms,
conditions, rights and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Incentive Plan Committee, which
date shall be the date of any related agreement with the Participant. In the
event of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern.

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                                    SECTION 7
                                  STOCK OPTIONS

          7.1 GRANT OF OPTIONS. Coincident with the following designation for
participation in the Plan, a Participant may be granted one or more Options. The
Incentive Plan Committee in its sole discretion shall designate whether an
Option is to be considered an Incentive Stock Option or a Non-Statutory Option.
The Incentive Plan Committee may grant both an Incentive Stock Option and a
Non-Statutory Option to the same Participant at the same time or at different
times. Incentive Stock Options and Non-Statutory Options, whether granted at the
same or different times, shall be deemed to have been awarded in separate
grants, shall be clearly identified, and in no event shall the exercise of one
Option affect the right to exercise any other Option or affect the number of
Shares for which any other Option may be exercised.

          7.2 OPTION AGREEMENTS. Each Option granted under the Plan shall be
evidenced by a written stock option agreement which shall be entered into by the
Company and the Participant to whom the Option is granted (the "Option Holder"),
and which shall contain the following terms and conditions, as well as such
other terms and conditions not inconsistent therewith, as the Incentive Plan
Committee may consider appropriate in each case.

                (a) Number of Shares. Each stock option agreement shall state
that it covers a specified number of Shares, as determined by the Incentive Plan
Committee. Notwithstanding any other provision of the Plan, the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Option Holder in any calendar year, under
the Plan or otherwise, shall not exceed $100,000. For this purpose, the Fair
Market Value of the Shares shall be determined as of the time an Option is
granted.

                (b) Price. The price at which each Share covered by an Option
may be purchased shall be determined in each case by the Incentive Plan
Committee and set forth in the stock option agreement, but in no event shall the
Option Price for each Share covered by an Incentive Stock Option be less than
the Fair Market Value of the Stock on the date the Option is granted; provided
that the Option Price for each Share covered by a Non-Statutory Option may be
granted at any price less than Fair Market Value, in the sole discretion of the
Incentive Plan Committee. In addition, the Option Price for each Share covered
by an Incentive Stock Option granted to an Eligible Employee who then owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company must
be at least 110% of the Fair Market Value of the Stock subject to the Incentive
Stock Option on the date the Option is granted.

                (c) Duration of Options. Each stock option agreement shall state
the period of time, determined by the Incentive Plan Committee, within which the
Option may be exercised by the Option Holder (the "Option Period"). The Option
Period must expire, in all cases, not more than 10 years from the date an Option
is granted; provided, however, that the Option Period of an Option granted to an
Eligible Employee or Consultant who then owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the

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Company or any parent or subsidiary corporation of the Company must expire not
more than five years from the date such an Option is granted. Each stock option
agreement shall also state the periods of time, if any, as determined by the
Incentive Plan Committee, when incremental portions of each Option shall vest.
Except as provided in Sections 5 and 10, no portion of any Option shall vest
before six months after the date of grant of the Option.

                (d) Termination of Employment, Death, Disability, Etc. Except as
otherwise determined by the Incentive Plan Committee, each stock option
agreement shall provide as follows with respect to the exercise of the Option
upon termination of the employment or the death of the Option Holder:

                        (i) If the employment of the Option Holder is terminated
within the Option Period for cause, as determined by the Company, the Option
shall thereafter be void for all purposes. As used in this subsection 7.2(d),
"cause" shall mean a gross violation, as determined by the Company, of the
Company's established policies and procedures. The effect of this subsection
7.2(d)(i) shall be limited to determining the consequences of a termination, and
nothing in this subsection 7.2(d)(i) shall restrict or otherwise interfere with
the Company's discretion with respect to the termination of any employee.

                        (ii) If the Option Holder terminates his employment with
the Company in a manner determined by the Board, in its sole discretion, to
constitute retirement (which determination shall be communicated to the Option
Holder within 10 days of such termination), the Option may be exercised by the
Option Holder, or in the case of death by the persons specified in subsection
(iii) of this subsection 7.2(d), within three months following his or her
retirement if the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory Stock Option
(provided in each case that such exercise must occur within the Option Period),
but not thereafter. In any such case, the Option may be exercised only as to the
Shares as to which the Option had become exercisable on or before the date of
the Option Holder's termination of employment.

                        (iii) If the Option Holder dies, or if the Option Holder
becomes disabled (within the meaning of Section 22(e) of the Internal Revenue
Code), during the Option Period while still employed, or within the three-month
period referred to in (iv) below, or within the three or 12-month period
referred to in (ii) above, the Option may be exercised by those entitled to do
so under the Option Holder's will or by the laws of descent and distribution
within 12 months following the Option Holder's death or disability, but not
thereafter. In any such case, the Option may be exercised only as to the Shares
as to which the Option had become exercisable on or before the date of the
Option Holder's death or disability.

                        (iv) If the employment of the Option Holder by the
Company is terminated (which for this purpose means that the Option Holder is no
longer employed by the Company) within the Option Period for any reason other
than cause, retirement as provided in (ii) above, disability or the Option
Holder's death, the Option may be exercised by the Option Holder within three
months following the date of such termination (provided that such exercise

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must occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the Shares as to which the Option had become
exercisable on or before the date of termination of employment.

                (e) Transferability. Each stock option agreement shall provide
that the Option granted therein is not transferable by the Option Holder except
by will or pursuant to the laws of descent and distribution, and that such
Option is exercisable during the Option Holder's lifetime only by him or her, or
in the event of disability or incapacity, by his or her guardian or legal
representative.

                (f) Exercise, Payments, Etc.

                        (i) Each stock option agreement shall provide that the
method for exercising the Option granted therein shall be by delivery to the
Corporate Secretary of the Company of written notice specifying the number of
Shares with respect to which such Option is exercised (which must be in an
amount evenly divisible by 100) and payment of the Option Price. Such notice
shall be in a form satisfactory to the Incentive Plan Committee and shall
specify the particular Option (or portion thereof) which is being exercised and
the number of Shares with respect to which the Option is being exercised. The
exercise of the Option shall be deemed effective upon receipt of such notice by
the Corporate Secretary and payment to the Company. The purchase of such Stock
shall take place at the principal offices of the Company upon delivery of such
notice, at which time the purchase price of the Stock shall be paid in full by
any of the methods or any combination of the methods set forth in (ii) below. A
properly executed certificate or certificates representing the Stock shall be
issued by the Company and delivered to the Option Holder. If certificates
representing Stock are used to pay all or part of the Option Price, separate
certificates for the same number of shares of Stock shall be issued by the
Company and delivered to the Option Holder representing each certificate used to
pay the Option Price, and an additional certificate shall be issued by the
Company and delivered to the Option Holder representing the additional shares,
in excess of the Option Price, to which the Option Holder is entitled as a
result of the exercise of the Option.

                        (ii) The exercise price shall be paid by any of the
following methods or any combination of the following methods:

                                (A)     in cash;

                                (B)     by cashier's check payable to the order
of the Company;

                                (C)     by delivery to the Company of
certificates representing the number of Shares then owned by the Option Holder,
the Fair Market Value of which equals the purchase price of the Stock purchased
pursuant to the Option, properly endorsed for transfer to the Company; provided
however, that Shares used for this purpose must have been held by the Option
Holder for such minimum period of time as may be established from time

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to time by the Incentive Plan Committee; for purposes of this Plan, the Fair
Market Value of any Shares delivered in payment of the purchase price upon
exercise of the Option shall be the Fair Market Value as of the exercise date;
the exercise date shall be the day the delivery of the certificates for the
Stock used as payment of the Option Price; or

                                (D)     by delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to a broker
to deliver to the Company promptly the amount of the proceeds of the sale of all
or a portion of the Stock or of a loan from the broker to the Option Holder
necessary to pay the exercise price.

                        (iii) In the discretion of the Incentive Plan Committee,
the Company may guaranty a third-party loan obtained by a Participant to pay
part or all of the Option Price of the Shares provided that such loan or the
Company's guaranty is secured by the Shares.

                (g) Date of Grant. An option shall be considered as having been
granted on the date specified in the grant resolution of the Incentive Plan
Committee.

                (h) Withholding.

                        (A) Non-Statutory Options. Each stock option agreement
covering Non-Statutory Options shall provide that, upon exercise of the Option,
the Option Holder shall make appropriate arrangements with the Company to
provide for the amount of additional withholding required by applicable federal
and state income tax laws, including payment of such taxes through delivery of
Stock or by withholding Stock to be issued under the Option, as provided in
Section 15.

                        (B) Incentive Options. In the event that a Participant
makes a disposition (as defined in Section 424(c) of the Internal Revenue Code)
of any Stock acquired pursuant to the exercise of an Incentive Stock Option
prior to the expiration of two years from the date on which the Incentive Stock
Option was granted or prior to the expiration of one year from the date on which
the Option was exercised, the Participant shall send written notice to the
Company at its principal office in Irvine, California (Attention: Corporate
Secretary) of the date of such disposition, the number of shares disposed of,
the amount of proceeds received from such disposition, and any other information
relating to such disposition as the Company may reasonably request. The
Participant shall, in the event of such a disposition, make appropriate
arrangements with the Company to provide for the amount of additional
withholding, if any, required by applicable federal and state income tax laws.

                (i) Adjustment of Options. Subject to the limitations contained
in Sections 7 and 14, the Incentive Plan Committee may make any adjustment in
the Option Price, the number of shares subject to, or the terms of, an
outstanding Option and a subsequent granting of an Option by amendment or by
substitution of an outstanding Option. Such amendment, substitution, or re-grant
may result in terms and conditions (including Option Price, number of shares
covered, vesting schedule or exercise period) that differ from the terms and
conditions

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of the original Option. The Incentive Plan Committee may not, however, adversely
affect the rights of any Participant to previously granted Options without the
consent of such Participant. If such action is affected by amendment, the
effective date of such amendment shall be the date of the original grant.

          7.3 STOCKHOLDER PRIVILEGES. No Option Holder shall have any rights as
a stockholder with respect to any Shares covered by an Option until the Option
Holder becomes the holder of record of such Stock, and no adjustments shall be
made for dividends or other distributions or other rights as to which there is a
record date preceding the date such Option Holder becomes the holder of record
of such Stock, except as provided in Section 4.


                                    SECTION 8
                            STOCK APPRECIATION RIGHTS

          If an agreement evidencing an Option so provides, an Option granted
under this Plan (herein sometimes referred to as the "corresponding option") may
include the right (a "Stock Appreciation Right") to receive an amount equal to
some or all of the excess of the Fair Market Value of the Shares subject to
unexercised portions of the corresponding option over the aggregate exercise
price for such Shares under the corresponding option as of the date the Stock
Appreciation Right is exercised. The amount payable upon exercise of a Stock
Appreciation Right may be paid in cash or in shares of the class then subject to
the corresponding option (valued on the basis of their Fair Market Value), or
in a combination of cash and such shares so valued. No Stock Appreciation Right
may be exercised in whole or in part (a) other than in connection with the
contemporaneous surrender without exercise of such corresponding option, or the
portion thereof that corresponds to the portion of the Stock Appreciation Right
being exercised, or (b) except to the extent that the corresponding option or
such portion thereof is exercisable on the date of exercise of the Stock
Appreciation Right by the person exercising the Stock Appreciation Right, or (c)
unless the class of stock then subject to the corresponding option is then
"publicly traded". For this purpose, a class of stock is "publicly traded" if it
is listed or admitted to unlisted trading privileges on a national securities
exchange or if sales or bid and offer quotations therefor are reported on the
Nasdaq Stock Market or on any then operative successor to the Nasdaq Stock
Market.


                                    SECTION 9
                             RESTRICTED STOCK AWARDS

          9.1 AWARDS GRANTED BY INCENTIVE PLAN COMMITTEE. Coincident with or
following designation for participation in the Plan, a Participant may be
granted one or more Restricted Stock Awards consisting of Shares. The number of
Shares granted as a Restricted Stock Award shall be determined by the Incentive
Plan Committee.

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          9.2 RESTRICTIONS. A Participant's right to retain a Restricted Stock
Award granted to him under Section 9.1 shall be subject to such restrictions,
including but not limited to his continuous employment by the Company for a
restriction period specified by the Incentive Plan Committee, or the attainment
of specified performance goals and objectives, as may be established by the
Incentive Plan Committee with respect to such award. The Incentive Plan
Committee may in its sole discretion require different periods of employment or
different performance goals and objectives with respect to different
Participants, to different Restricted Stock Awards or to separate, designated
portions of the Shares constituting a Restricted Stock Award.

          9.3 PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. A Participant shall
have all voting, dividend, liquidation and other rights with respect to Stock in
accordance with its terms received by him as a Restricted Stock Award under this
Section 9 upon his becoming the holder of record of such Stock; provided,
however, that the Participant's right to sell, encumber or otherwise transfer
such Stock shall be subject to the limitations of Section 11.2 hereof.

          9.4 ENFORCEMENT OF RESTRICTIONS. The Incentive Plan Committee may in
its sole discretion require one or more of the following methods of enforcing
the restrictions referred to in Sections 9.2 and 9.3:

                (a) Placing a legend on the stock certificates referring to the
restrictions;

                (b) Requiring the Participant to keep the stock certificates,
duly endorsed, in the custody of the Company while the restrictions remain in
effect; or

                (c) Requiring that the stock certificates, duly endorsed, be
held in the custody of a third party while the restrictions remain in effect.

          9.5 TERMINATION OF EMPLOYMENT, DEATH, DISABILITY, ETC. In the event of
the death or disability (within the meaning of Section 22(e) of the Internal
Revenue Code) of a Participant, or the retirement of a Participant as provided
in Section 7.2(d)(ii), all employment period and other restrictions applicable
to Restricted Stock Awards then held by him shall lapse, and such awards shall
become fully nonforfeitable. Subject to Sections 5 and 10, in the event of a
Participant's termination of employment for any other reason, any Restricted
Stock Awards as to which the employment period or other restrictions have not
been satisfied shall be forfeited.


                                   SECTION 10
                                CHANGE IN CONTROL

          10.1 OPTIONS, RESTRICTED STOCK. In the event of a change in control of
the Company as defined in Section 10.2, then the Incentive Plan Committee may,
in its sole discretion, without obtaining stockholder approval, to the extent
permitted in Section 14, take any or all of the

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<PAGE>

following actions: (a) accelerate the exercise dates of any outstanding Options
or make all such Options fully vested and exercisable; (b) grant a cash bonus
award to any Option Holder in an amount necessary to pay the Option Price of all
or any portion of the Options then held by such Option Holder; (c) pay cash to
any or all Option Holders in exchange for the cancellation of their outstanding
Options in an amount equal to the difference between the Option Price of such
Options and the greater of the tender offer price for the underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the
Options; (d) make any other adjustments or amendments to the outstanding Options
and (e) eliminate all restrictions with respect to Restricted Stock and deliver
Shares free of restrictive legends to any Participant.

          10.2 DEFINITION. For purposes of the Plan, a "change in control" shall
be deemed to have occurred if (a) any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
becomes the "beneficial owner" (as defined in Rule l3d-3 under the 1934 Act),
directly or indirectly, of more than 33-1/3 percent of the then outstanding
voting stock of the Company; or (b) at any time during any period of three
consecutive years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board (and any
new director whose election by the Board or whose nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority thereof; or (c) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
stockholders approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.


                                   SECTION 11
                        RIGHTS OF EMPLOYEES; PARTICIPANTS

          11.1 EMPLOYMENT. Nothing contained in the Plan or in any Award
granted under the Plan shall confer upon any Participant any right with respect
to the continuation of his or her employment by the Company, or interfere in any
way with the right of the Company, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award. Whether an authorized leave of
absence, or absence in military or government service, shall constitute a
termination of employment shall be determined by the Incentive Plan Committee at
the time.

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<PAGE>

          11.2 NONTRANSFERABILITY. No right or interest of any Participant in an
Award granted pursuant to the Plan shall be assignable or transferable during
the lifetime of the Participant, either voluntarily or involuntarily, or be
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event or a Participant's death, a Participant's rights and
interests in Options shall, to the extent provided in Section 7, be transferable
by testamentary will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options may be
made by, the Participant's legal representatives, heirs or legatees. If in the
opinion of the Incentive Plan Committee a person entitled to payments or to
exercise rights with respect to the Plan is disabled from caring for his affairs
because of mental condition, physical condition or age, payment due such person
may be made to, and such rights shall be exercised by, such person's guardian,
conservator or other legal personal representative upon furnishing the Incentive
Plan Committee with evidence satisfactory to the Incentive Plan Committee of
such status.


                                   SECTION 12
                              GENERAL RESTRICTIONS

          12.1 INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an Option or other Award is granted, as a condition of exercising such
Option or receiving Stock under the Award, to give written assurances in
substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Stock subject to the Option or the Award for
his own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws. Legends evidencing such restrictions may be placed on the
certificates evidencing the Stock.

          12.2 COMPLIANCE WITH SECURITIES LAWS. Each Award shall be subject to
the requirement that, if at any time counsel to the Company shall determine that
the listing, registration or qualification of the Shares subject to such Award
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition
of, or in connection with, the issuance or purchase of Shares thereunder, such
Award may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Incentive Plan Committee. Nothing
herein shall be deemed to require the Company to apply for or to obtain such
listing, registration or qualification.

          12.3 STOCK RESTRICTION AGREEMENT. The Incentive Plan Committee may
provide that shares of Stock issuable upon the exercise of an Option shall,
under certain conditions, be subject to restrictions whereby the Company has a
right of first refusal with respect to such

                                       14
<PAGE>

shares or a right or obligation to repurchase all or a portion of such shares,
which restrictions may survive a Participant's term of employment with the
Company. The acceleration of time or times at which an Option becomes
exercisable may be conditioned upon the Participant's agreement to such
restrictions.


                                   SECTION 13
                             OTHER EMPLOYEE BENEFITS

          The amount of any compensation deemed to be received by a Participant
as a result of the exercise of an Option or the grant or vesting of any other
Award shall not constitute "earnings" with respect to which any other employee
benefits of such employee are determined, including without limitation benefits
under any pension, profit sharing, life insurance or salary continuation plan.


                                   SECTION 14
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

          The Board may at any time terminate, and from time-to-time may amend
or modify, the Plan provided, however, that no amendment or modification may
become effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if the Company, on the
advice of counsel, determines that stockholder approval is otherwise necessary
or desirable.

          No amendment, modification or termination of the Plan shall in any
manner adversely affect any Awards theretofore granted under the Plan, without
the consent of the Participant holding such Awards.


                                   SECTION 15
                                   WITHHOLDING

          15.1 WITHHOLDING REQUIREMENT. The Company's obligations to deliver
Shares upon the exercise of an Option, or upon the vesting of any other Award,
shall be subject to the Participant's satisfaction of all applicable federal,
state and local income and other tax withholding requirements.

          15.2 WITHHOLDING WITH STOCK. At the time the Incentive Plan Committee
grants an Award, it may, in its sole discretion, grant the Participant an
election to pay all such amounts of tax withholding, or any part thereof, by
electing to transfer to the Company, or to have the Company withhold from Shares
otherwise issuable to the Participant, Shares having a value equal to the
amount required to be withheld or such lesser amount as may be elected by the

                                       15
<PAGE>

Participant. All elections shall be subject to the approval or disapproval of
the Incentive Plan Committee. The value of Shares to be withheld shall be based
on the Fair Market Value of the Stock on the date that the amount of tax to be
withheld is to be determined (the "Tax Date"). Any such elections by
Participants to have Shares withheld for this purpose will be subject to the
following restrictions:

                (a) All elections must be made prior to the Tax Date.

                (b) All elections shall be irrevocable.


                                   SECTION 16
                             BROKERAGE ARRANGEMENTS

          The Incentive Plan Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon exercise of Stock Options,
including, without limitation, arrangements for the simultaneous exercise of
Stock Options and sale of the Shares acquired upon such exercise.

                                   SECTION 17
                           NONEXCLUSIVITY OF THE PLAN

          Neither the adoption of the Plan by the Board nor the submission of
the Plan to stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board to adopt such
other or additional incentive or other compensation arrangements of whatever
nature as the Board may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees, which the Company now has lawfully put into effect, including,
without limitation, any retirement, pension, savings and stock purchase plan,
insurance, death and disability benefits and executive short-term incentive
plans.

                                   SECTION 18
                               REQUIREMENTS OF LAW

          18.1 REQUIREMENTS OF LAW. The issuance of stock and the payment of
cash pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.

          18.2 GOVERNING LAW. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of
California.

                                       16
<PAGE>

                                   SECTION 19
                              DURATION OF THE PLAN

          The Plan shall terminate at such time as may be determined by the
Board of Directors, and no Award shall be granted after such termination. If not
sooner terminated under the preceding sentence, the Plan shall fully cease and
expire at midnight on December 31, 2013. Awards outstanding at the time of the
Plan termination may continue to be exercised or earned in accordance with their
terms.

                                       17
<PAGE>

                                  CERTIFICATION

          I, the undersigned, being the duly elected President of the Company,
do hereby certify that the foregoing Equity Incentive Plan was adopted by the
Board of Directors and by a majority of the outstanding shares of the Company
entitled to vote on April 28, 2003.


 By:
    ---------------------------------------
      Tom Blakeley, President

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