NAYNA NETWORKS, INC.
                            2006 EXECUTIVE STOCK PLAN


1.    ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

      1.1 ESTABLISHMENT. The Nayna Networks, Inc. 2006 Executive Stock Plan (the
"PLAN") is hereby established effective as of March 22, 2006 (the "EFFECTIVE
DATE").

      1.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Participating Company Group and its stockholders by providing an incentive to
attract, retain and reward persons performing services for the Participating
Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. The Company intends that the
Plan comply with Section 409A of the Code (including any amendments or
replacements of such section), and the Plan shall be so construed.

      1.3 TERM OF PLAN. The Plan shall continue in effect until its termination
by the Committee; provided, however, that all Awards shall be granted, if at
all, within ten (10) years from the Effective Date.

2.    DEFINITIONS AND CONSTRUCTION.

      2.1 DEFINITIONS. Whenever used herein, the following terms shall have
their respective meanings set forth below:

            (a) "AWARD" means an Option or Stock Purchase Right granted under
the Plan.

            (b) "AWARD AGREEMENT" means a written or electronic agreement
between the Company and a Participant setting forth the terms, conditions and
restrictions of the Award granted to the Participant.

            (c) "BOARD" means the Board of Directors of the Company. If one or
more Committees have been appointed by the Board to administer the Plan, "BOARD"
also means such Committee(s).

            (d) "CAUSE" means, unless such term or an equivalent term is
otherwise defined with respect to an Award by the Participant's Award Agreement
or written contract of employment or service, any of the following: (i) the
Participant's theft, dishonesty, willful misconduct, breach of fiduciary duty
for personal profit, or falsification of any Participating Company documents or
records; (ii) the Participant's material failure to abide by a Participating
Company's code of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct); (iii)
the Participant's unauthorized use, misappropriation, destruction or diversion
of any tangible or intangible asset or corporate opportunity of a Participating
Company (including, without limitation, the Participant's improper use or
disclosure of a Participating Company's confidential or proprietary
information); (iv) any intentional act by the Participant which has a material
detrimental effect on a Participating Company's reputation or business; (v) the
Participant's repeated failure or inability to perform any reasonable assigned
duties after written notice from a Participating Company of, and a reasonable
opportunity to cure, such failure or inability; (vi) any material breach by the
Participant of any employment or service agreement between the Participant and a
Participating Company, which breach is not cured pursuant to the terms of such
agreement; or (vii) the Participant's conviction (including any plea of guilty
or nolo contendere) of any criminal act involving fraud, dishonesty,
misappropriation or moral turpitude, or which impairs the Participant's ability
to perform his or her duties with a Participating Company.
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            (e) "CHANGE IN CONTROL" means, unless such term or an equivalent
term is otherwise defined with respect to an Award by the Participant's Award
Agreement or written contract of employment or service, the occurrence of any of
the following:

                  (i) an Ownership Change Event or a series of related Ownership
Change Events (collectively, a "Transaction") in which the stockholders of the
Company immediately before the Transaction do not retain immediately after the
Transaction, in substantially the same proportions as their ownership of shares
of the Company's voting stock immediately before the Transaction, direct or
indirect beneficial ownership of more than fifty percent (50%) of the total
combined voting power of the outstanding voting securities of the Company or, in
the case of an Ownership Change Event described in Section 2.1(r)(iii), the
entity to which the assets of the Company were transferred (the "TRANSFEREE"),
as the case may be; or

                  (ii) the liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the
Company or the Transferee, as the case may be, either directly or through one or
more subsidiary corporations or other business entities. The Committee shall
have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and
its determination shall be final, binding and conclusive.

            (f) "CODE" means the Internal Revenue Code of 1986, as amended, and
any applicable regulations promulgated thereunder.

            (g) "COMMITTEE" means the Compensation Committee or other committee
of the Board duly appointed to administer the Plan and having such powers as
shall be specified by the Board. Unless the powers of the Committee have been
specifically limited, the Committee shall have all of the powers of the Board
granted herein, including, without limitation, the power to amend or terminate
the Plan at any time, subject to the terms of the Plan and any applicable
limitations imposed by law.

            (h) "COMPANY" means Nayna Networks, Inc., a Nevada corporation, or
any successor corporation thereto.

            (i) "DIRECTOR" means a member of the Board or of the board of
directors of any other Participating Company.

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            (j) "DISABILITY" means the permanent and total disability of the
Participant, within the meaning of Section 22(e)(3) of the Code.

            (k) "EMPLOYEE" means any person treated as an employee (including an
Officer or a Director who is also treated as an employee) in the records of a
Participating Company; provided, however, that neither service as a Director nor
payment of a director's fee shall be sufficient to constitute employment for
purposes of the Plan. The Company shall determine in good faith and in the
exercise of its discretion whether an individual has become or has ceased to be
an Employee and the effective date of such individual's employment or
termination of employment, as the case may be. For purposes of an individual's
rights, if any, under the terms of the Plan as of the time of the Company's
determination of whether or not the individual is an Employee, all such
determinations by the Company shall be final, binding and conclusive as to such
rights, if any, notwithstanding that the Company or any court of law or
governmental agency subsequently makes a contrary determination as to such
individual's status as an Employee.

            (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            (m) "FAIR MARKET VALUE" means, as of any date, the value of a share
of Stock or other property as determined by the Committee, in its discretion, or
by the Company, in its discretion, if such determination is expressly allocated
to the Company herein, subject to the following:

            (i) Except as otherwise determined by the Committee, if, on such
date, the Stock is listed on a national or regional securities exchange or
market system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock (or the mean of the closing bid and asked prices of a
share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq
National Market, The Nasdaq SmallCap Market or such other national or regional
securities exchange or market system constituting the primary market for the
Stock, as reported in The Wall Street Journal or such other source as the
Company deems reliable. If the relevant date does not fall on a day on which the
Stock has traded on such securities exchange or market system, the date on which
the Fair Market Value shall be established shall be the last day on which the
Stock was so traded prior to the relevant date, or such other appropriate day as
shall be determined by the Committee, in its discretion.

                  (ii) Notwithstanding the foregoing, the Committee may, in its
discretion, determine the Fair Market Value on the basis of the opening,
closing, high, low or average sale price of a share of Stock or the actual sale
price of a share of Stock received by a Participant, on such date, the preceding
trading day or the next succeeding trading day or an average determined over a
period of trading days. The Committee may vary its method of determination of
the Fair Market Value as provided in this Section for different purposes under
the Plan.

                  (iii) If, on such date, the Stock is not listed on a national
or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be as determined by the Committee in good faith without
regard to any restriction other than a restriction which, by its terms, will
never lapse, and subject to the applicable requirements, if any, of Section 409A
of the Code.

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            (n) "INSIDER" means an Officer, a Director of the Company or other
person whose transactions in Stock are subject to Section 16 of the Exchange
Act.

            (o) "NONSTATUTORY STOCK OPTION" means an Option not intended to be
(as set forth in the Award Agreement) or which does not qualify as an incentive
stock option within the meaning of Section 422(b) of the Code.

            (p) "OFFICER" means any person designated by the Board as an officer
of the Company.

            (q) "OPTION" means a right granted under Section 6 to purchase Stock
pursuant to the terms and conditions of the Plan.

            (r) "OWNERSHIP CHANGE EVENT" means the occurrence of any of the
following with respect to the Company: (i) the direct or indirect sale or
exchange in a single or series of related transactions by the stockholders of
the Company of more than fifty percent (50%) of the voting stock of the Company;
(ii) a merger or consolidation in which the Company is a party; or (iii) the
sale, exchange, or transfer of all or substantially all of the assets of the
Company.

            (s) "PARENT CORPORATION" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

            (t) "PARTICIPANT" means any eligible person who has been granted one
or more Awards.

            (u) "PARTICIPATING COMPANY" means the Company or any Parent
Corporation or Subsidiary Corporation.

            (v) "PARTICIPATING COMPANY GROUP" means, at any point in time, all
entities collectively which are then Participating Companies.

            (w) "RULE 16B-3" means Rule 16b-3 under the Exchange Act, as amended
from time to time, or any successor rule or regulation.

            (x) "SECURITIES ACT" means the Securities Act of 1933, as amended.

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            (y) "SERVICE" means a Participant's employment or service with the
Participating Company Group, whether in the capacity of an Employee or a
Director. A Participant's Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders Service to
the Participating Company Group or a change in the Participating Company for
which the Participant renders such Service, provided that there is no
interruption or termination of the Participant's Service. Furthermore, a
Participant's Service shall not be deemed to have terminated if the Participant
takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company. However, if any such leave taken by a Participant
exceeds ninety (90) days, then on the ninety-first (91st) day following the
commencement of such leave the Participant's Service shall be deemed to have
terminated, unless the Participant's right to return to Service is guaranteed by
statute or contract. Notwithstanding the foregoing, unless otherwise designated
by the Company or required by law, a leave of absence shall not be treated as
Service for purposes of determining vesting under the Participant's Award
Agreement. Except as otherwise provided by the Company, in its discretion, the
Participant's Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Participant
performs Service ceasing to be a Participating Company. Subject to the
foregoing, the Company, in its discretion, shall determine whether the
Participant's Service has terminated and the effective date of and reason for
such termination.

            (z) "STOCK" means the common stock of the Company, as adjusted from
time to time in accordance with Section 4.2.

            (AA) "STOCK PURCHASE RIGHT" means a right granted under Section 7 to
purchase Stock pursuant to the terms and conditions of the Plan.

            (bb) "SUBSIDIARY CORPORATION" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

      2.2 CONSTRUCTION. Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise.

   3. ADMINISTRATION.

      3.1 ADMINISTRATION BY THE COMMITTEE. The Plan shall be administered by the
Committee. All questions of interpretation of the Plan or of any Award shall be
determined by the Committee, and such determinations shall be final and binding
upon all persons having an interest in the Plan or such Award.

      3.2 AUTHORITY OF OFFICERS. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated
to the Company herein, provided the Officer has apparent authority with respect
to such matter, right, obligation, determination or election.

      3.3 POWERS OF THE COMMITTEE. In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Committee shall have the
full and final power and authority, in its discretion:

            (a) to determine the persons to whom, and the time or times at
which, Awards shall be granted and the number of shares of Stock to be subject
to each Award;

            (b) to determine the type of Award granted;

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            (c) to determine the Fair Market Value of shares of Stock or other
property;

            (d) to determine the terms, conditions and restrictions applicable
to each Award (which need not be identical) and any shares acquired upon the
exercise thereof, including, without limitation, (i) the exercise price of the
Award, (ii) the method of payment for shares purchased upon the exercise of the
Award, (iii) the method for satisfaction of any tax withholding obligation
arising in connection with the Award or such shares, including by the
withholding or delivery of shares of stock, (iv) the timing, terms and
conditions of the exercisability of the Award or the vesting of any shares
acquired upon the exercise thereof, (v) the time of the expiration of the Award,
(vi) the effect of the Participant's termination of Service on any of the
foregoing, and (vii) all other terms, conditions and restrictions applicable to
the Award or such shares not inconsistent with the terms of the Plan;

            (e) to approve one or more forms of Award Agreement;

            (f) to amend, modify, extend, cancel or renew any Award or to waive
any restrictions or conditions applicable to any Award or any shares acquired
upon the exercise thereof;

            (g) to accelerate, continue, extend or defer the exercisability of
any Award or the vesting of any shares acquired upon the exercise thereof,
including with respect to the period following a Participant's termination of
Service;

            (h) to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt supplements to, or alternative versions of,
the Plan, including, without limitation, as the Committee deems necessary or
desirable to comply with the laws of, or to accommodate the tax policy or custom
of, foreign jurisdictions whose citizens may be granted Awards; and

            (i) to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award
as the Committee may deem advisable to the extent not inconsistent with the
provisions of the Plan or applicable law.

        3.4 ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to
participation by Insiders in the Plan, at any time that any class of equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, the Plan shall be administered in compliance with the requirements, if any,
of Rule 16b-3.

        3.5 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Committee or officers or
employees of the Participating Company Group, members of the Board or the
Committee and any officers or employees of the Participating Company Group to
whom authority to act for the Board, the Committee or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

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        4. SHARES SUBJECT TO PLAN.

            4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be five million (5,000,000) which shall
consist of authorized but unissued or reacquired shares of Stock or any
combination thereof. If an outstanding Award for any reason expires or is
terminated or canceled or if shares of Stock are acquired upon the exercise of
an Award subject to a Company repurchase option and are repurchased by the
Company at the Participant's exercise or purchase price, the shares of Stock
allocable to the unexercised portion of such Award or such repurchased shares of
Stock shall again be available for issuance under the Plan.

            4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any
required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether
through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares,
or similar change in the capital structure of the Company, or in the event of
payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and class of shares
subject to the Plan and to any outstanding Awards and in the exercise or
purchase price per share of any outstanding Awards in order to prevent dilution
or enlargement of Participants' rights under the Plan. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be
treated as "effected without receipt of consideration by the Company." If a
majority of the shares which are of the same class as the shares that are
subject to outstanding Awards are exchanged for, converted into, or otherwise
become (whether or not pursuant to an Ownership Change Event) shares of another
corporation (the "NEW SHARES"), the Committee may unilaterally amend the
outstanding Awards to provide that such Awards are for New Shares. In the event
of any such amendment, the number of shares subject to, and the exercise or
purchase price per share of, the outstanding Awards shall be adjusted in a fair
and equitable manner as determined by the Committee, in its discretion. Any
fractional share resulting from an adjustment pursuant to this Section 4.2 shall
be rounded down to the nearest whole number, and the exercise price per share
shall be rounded up to the nearest whole cent. In no event may the exercise
price of any Award be decreased to an amount less than the par value, if any, of
the stock subject to the Award. Such adjustments shall be determined by the
Board, and its determination shall be final, binding and conclusive.

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         5. ELIGIBILITY AND OPTION LIMITATIONS.

            5.1 PERSONS ELIGIBLE FOR AWARDS. Awards may be granted only to
Employees and Directors.

            5.2 PARTICIPATION IN PLAN. Awards are granted solely at the
discretion of the Committee. Eligible persons may be granted more than one
Award. However, eligibility in accordance with this Section shall not entitle
any person to be granted an Award, or, having been granted an Award, to be
granted an additional Award.

         6. TERMS AND CONDITIONS OF OPTIONS.

            Options shall be evidenced by Award Agreements specifying the number
of shares of Stock covered thereby, in such form as the Committee shall from
time to time establish. Award Agreements may incorporate all or any of the terms
of the Plan by reference and shall comply with and be subject to the following
terms and conditions:

            6.1 EXERCISE PRICE. The exercise price for each Option shall be
established in the discretion of the Committee; provided, however, that the
exercise price per share for an Option shall be not less than the Fair Market
Value of a share of Stock on the effective date of grant of the Option.
Notwithstanding the foregoing, an Option may be granted with an exercise price
lower than the minimum exercise price set forth above if such Option is granted
pursuant to an assumption or substitution for another option in a manner
qualifying under the provisions of Section 424(a) of the Code.

            6.2 EXERCISABILITY AND TERM OF OPTIONS. Options shall be exercisable
at such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the
Committee and set forth in the Award Agreement evidencing such Option. Subject
to the foregoing, unless otherwise specified by the Committee in the grant of an
Option, any Option granted hereunder shall terminate ten (10) years after the
effective date of grant of the Option, unless earlier terminated in accordance
with its provisions.

            6.3 PAYMENT OF EXERCISE PRICE.

                (A) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash or by check or
cash equivalent, (ii) by tender to the Company, or attestation to the ownership,
of shares of Stock owned by the Participant having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale or loan with respect to some or all of
the shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a "CASHLESS EXERCISE"), (iv) by such other consideration as may be
approved by the Committee from time to time to the extent permitted by
applicable law, or (v) by any combination thereof. The Committee may at any time
or from time to time, by approval of or by amendment to the standard forms of
Award Agreement described in Section 8, or by other means, grant Options which
do not permit all of the foregoing forms of consideration to be used in payment
of the exercise price or which otherwise restrict one or more forms of
consideration.

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                (B) LIMITATIONS ON FORMS OF CONSIDERATION.

                  (I) TENDER OF STOCK. Notwithstanding the foregoing, an Option
may not be exercised by tender to the Company, or attestation to the ownership,
of shares of Stock to the extent such tender or attestation would constitute a
violation of the provisions of any law, regulation or agreement restricting the
redemption of the Company's stock. Unless otherwise provided by the Committee,
an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months (and were not used for another Option
exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.

                  (II) CASHLESS EXERCISE. The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of
Options by means of a Cashless Exercise.

            6.4 EFFECT OF TERMINATION OF SERVICE.

            (A) OPTION EXERCISABILITY. Subject to earlier termination of the
Option as otherwise provided by this Plan and unless a longer exercise period is
provided by the Committee in the grant of an Option and set forth in the Award
Agreement, an Option shall terminate immediately upon the Participant's
termination of Service to the extent that it is then unvested and shall be
exercisable after the Participant's termination of Service to the extent it is
then vested only during the applicable time period determined in accordance with
this Section and thereafter shall terminate:

                  (I) DISABILITY. If the Participant's Service terminates
because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable on the date on which the Participant's Service
terminated, may be exercised by the Participant (or the Participant's guardian
or legal representative) at any time prior to the expiration of twelve (12)
months after the date on which the Participant's Service terminated, but in any
event no later than the date of expiration of the Option's term as set forth in
the Award Agreement evidencing such Option (the "OPTION EXPIRATION DATE").

                  (II) DEATH. If the Participant's Service terminates because of
the death of the Participant, the Option, to the extent unexercised and
exercisable on the date on which the Participant's Service terminated, may be
exercised by the Participant's legal representative or other person who acquired
the right to exercise the Option by reason of the Participant's death at any
time prior to the expiration of twelve (12) months after the date on which the
Participant's Service terminated, but in any event no later than the Option
Expiration Date. The Participant's Service shall be deemed to have terminated on
account of death if the Participant dies within three (3) months (or such longer
period of time as determined by the Committee, in its discretion) after the
Participant's termination of Service.

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                  (III) TERMINATION FOR CAUSE. Notwithstanding any other
provision of the Plan to the contrary, if the Participant's Service with the
Participating Company Group is terminated for Cause, the Option shall terminate
and cease to be exercisable immediately upon such termination of Service.

                  (IV) OTHER TERMINATION OF SERVICE. If the Participant's
Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable by the Participant on the date
on which the Participant's Service terminated, may be exercised by the
Participant at any time prior to the expiration of three (3) months after the
date on which the Participant's Service terminated, but in any event no later
than the Option Expiration Date.

            (B) EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the
foregoing other than termination for Cause, if the exercise of an Option within
the applicable time periods set forth in Section 6.4(a) is prevented by the
provisions of Section 11 below, the Option shall remain exercisable until thirty
(30) days after the date such exercise first would no longer be prevented by
such provisions, but in any event no later than the Option Expiration Date.

        6.5 TRANSFERABILITY OF OPTIONS. During the lifetime of the
Participant, an Option shall be exercisable only by the Participant or the
Participant's guardian or legal representative. No Option shall be assignable or
transferable by the Participant, except by will or by the laws of descent and
distribution. Notwithstanding the foregoing, an Option shall be assignable or
transferable to the extent permitted by the Committee, in its discretion, and
set forth in the Award Agreement.

    7. TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS.

      Stock Purchase Rights shall be evidenced by Award Agreements, specifying
the number of shares of Stock covered thereby, in such form as the Committee
shall from time to time establish. Award Agreements may incorporate all or any
of the terms of the Plan by reference and shall comply with and be subject to
the following terms and conditions:

      7.1 PURCHASE PRICE. The purchase price under each Stock Purchase Right
shall be established by the Committee.

      7.2 PURCHASE PERIOD. A Stock Purchase Right shall be exercisable within a
period established by the Committee, which shall in no event exceed thirty (30)
days from the effective date of the grant of the Stock Purchase Right.

      7.3 PAYMENT OF PURCHASE PRICE. Except as otherwise provided below, payment
of the purchase price for the number of shares of Stock being purchased pursuant
to any Stock Purchase Right shall be made (a) in cash or by check or cash
equivalent, (b) in the form of the Participant's past service rendered to a
Participating Company or for its benefit having a value not less than the
aggregate purchase price of the shares being acquired, (c) by such other
consideration as may be approved by the Committee from time to time to the
extent permitted by applicable law, or (d) by any combination thereof. The
Committee may at any time or from time to time, by adoption of or by amendment
to the standard form of Award Agreement described in Section 8, or by other
means, grant Stock Purchase Rights which do not permit all of the foregoing
forms of consideration to be used in payment of the purchase price or which
otherwise restrict one or more forms of consideration.

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      7.4 VESTING AND RESTRICTIONS ON TRANSFER. Shares issued pursuant to any
Stock Purchase Right may or may not be made subject to vesting conditioned upon
the satisfaction of such Service requirements, conditions, restrictions or
performance criteria (the "VESTING CONDITIONS") as shall be established by the
Committee and set forth in the Award Agreement evidencing such Award. During any
period (the "RESTRICTION PERIOD") in which shares acquired pursuant to a Stock
Purchase Right remain subject to Vesting Conditions, such shares may not be
sold, exchanged, transferred, pledged, assigned or otherwise disposed of other
than pursuant to an Ownership Change Event or as provided in Section 7.5. Upon
request by the Company, each Participant shall execute any agreement evidencing
such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall promptly present to the Company any and all certificates representing
shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions.

      7.5 EFFECT OF TERMINATION OF SERVICE. Unless otherwise provided by the
Committee in the grant of a Stock Purchase Right and set forth in the Award
Agreement, if a Participant's Service terminates for any reason, whether
voluntary or involuntary (including the Participant's death or disability), then
the Company shall have the option to repurchase for the purchase price paid by
the Participant any shares acquired by the Participant pursuant to a Stock
Purchase Right which remain subject to Vesting Conditions as of the date of the
Participant's termination of Service. The Company shall have the right to assign
at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company.

      7.6 NONTRANSFERABILITY OF STOCK PURCHASE RIGHTS. Rights to acquire shares
of Stock pursuant to a Stock Purchase Right may not be assigned or transferred
in any manner except by will or the laws of descent and distribution, and,
during the lifetime of the Participant, shall be exercisable only by the
Participant.

   8. STANDARD FORMS OF AWARD AGREEMENTS.

      8.1 AWARD AGREEMENTS. Each Award shall comply with and be subject to the
terms and conditions set forth in the appropriate form of Award Agreement
approved by the Committee and as amended from time to time. No Award or
purported Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement. Any Award Agreement may consist
of an appropriate form of Notice of Grant and a form of Agreement incorporated
therein by reference, or such other form or forms, including electronic media,
as the Committee may approve from time to time.

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      8.2 AUTHORITY TO VARY TERMS. The Committee shall have the authority from
time to time to vary the terms of any standard form of Award Agreement either in
connection with the grant or amendment of an individual Award or in connection
with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or
forms of Award Agreement are not inconsistent with the terms of the Plan.

   9. EFFECT OF CHANGE IN CONTROL ON AWARDS.

      9.1 ACCELERATED VESTING. The Committee may, in its sole discretion,
provide in any Award Agreement or, in the event of a Change in Control, may take
such actions as it deems appropriate to provide for the acceleration of the
exercisability and vesting in connection with such Change in Control of any or
all outstanding Awards and shares acquired upon the exercise thereof upon such
conditions, including termination of the Participant's Service prior to, upon,
or following such Change in Control, and to such extent as the Committee shall
determine.

      9.2 ASSUMPTION OR SUBSTITUTION OF AWARDS. In the event of a Change in
Control, the surviving, continuing, successor, or purchasing corporation or
other business entity or parent thereof, as the case may be (the "ACQUIROR"),
may, without the consent of any Participant, either assume or continue the
Company's rights and obligations under each or any Award or portion thereof
outstanding immediately prior to the Change in Control or substitute for each or
any such outstanding Award or portion thereof a substantially equivalent award
for the Acquiror's stock. For purposes of this Section, an Award shall be deemed
assumed if, following the Change in Control, the Award confers the right to
receive, subject to the terms and conditions of the Plan and the applicable
Award Agreement, for each share of Stock subject to the Award immediately prior
to the Change in Control, the consideration (whether stock, cash, other
securities or property or a combination thereof) to which a holder of a share of
Stock on the effective date of the Change in Control was entitled; provided,
however, that if such consideration is not solely common stock of the Acquiror,
the Committee may, with the consent of the Acquiror, provide for the
consideration to be received upon the exercise of the Award, for each share of
Stock subject to the Award, to consist solely of common stock of the Acquiror
equal in Fair Market Value to the per share consideration received by holders of
Stock pursuant to the Change in Control. Any Award or portions thereof which are
neither assumed or continued by the Acquiror in connection with the Change in
Control nor exercised as of the time of consummation of the Change in Control
shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control. Notwithstanding the foregoing, shares
acquired upon exercise of an Award prior to the Change in Control and any
consideration received pursuant to the Change in Control with respect to such
shares shall continue to be subject to all applicable provisions of the Award
Agreement evidencing such Award except as otherwise provided in such Award
Agreement.

      9.3 CASH-OUT OF AWARDS. The Committee may, in its sole discretion and
without the consent of any Participant, determine that, upon the occurrence of a
Change in Control, each or any Award outstanding immediately prior to the Change
in Control shall be canceled in exchange for a payment with respect to each
vested share (and each unvested share, if so determined by the Committee) of
Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or
of a corporation or other business entity a party to the Change in Control, or
(iii) other property which, in any such case, shall be in an amount having a
Fair Market Value equal to the Fair Market Value of the consideration to be paid
per share of Stock in the Change in Control over the exercise price per share
under such Award (the "SPREAD"). In the event such determination is made by the
Committee, the Spread (reduced by applicable withholding taxes, if any) shall be
paid to Participants in respect of their canceled Awards as soon as practicable
following the date of the Change in Control and in respect of the unvested
portion of their canceled Awards in accordance with the vesting schedule
applicable to such Awards as in effect prior to the Change in Control.

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  10. TAX WITHHOLDING.

      10.1 TAX WITHHOLDING IN GENERAL. The Company shall have the right to
deduct from any and all payments made under the Plan, or to require the
Participant, through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise of an Option, to make adequate provision for,
the federal, state, local and foreign taxes, if any, required by law to be
withheld by the Participating Company Group with respect to an Award or the
shares acquired pursuant thereto. The Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to an Award Agreement until the Participating Company Group's tax
withholding obligations have been satisfied by the Participant.

      10.2 WITHHOLDING IN SHARES. The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable to a Participant upon
the exercise of an Award, or to accept from the Participant the tender of, a
number of whole shares of Stock having a Fair Market Value, as determined by the
Company, equal to all or any part of the tax withholding obligations of the
Participating Company Group. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall not
exceed the amount determined by the applicable minimum statutory withholding
rates.

  11. COMPLIANCE WITH SECURITIES LAW.

      The grant of Awards and the issuance of shares of Stock upon exercise of
Awards shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. Awards may not
be exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Award may be exercised
unless (a) a registration statement under the Securities Act shall at the time
of exercise of the Award be in effect with respect to the shares issuable upon
exercise of the Award or (b) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Award may be issued in accordance with the
terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to the exercise of any Award, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

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  12. AMENDMENT OR TERMINATION OF PLAN.

      The Committee may amend, suspend or terminate the Plan at any time. No
amendment, suspension or termination of the Plan shall affect any then
outstanding Award unless expressly provided by the Committee. Except as provided
by the next sentence, no amendment, suspension or termination of the Plan may
adversely affect any then outstanding Award without the consent of the
Participant. Notwithstanding any other provision of the Plan to the contrary,
the Committee may, in its sole and absolute discretion and without the consent
of any participant, amend the Plan or any Award Agreement, to take effect
retroactively or otherwise, as it deems necessary or advisable for the purpose
of conforming the Plan or such Award Agreement to any present or future law,
regulation or rule applicable to the Plan, including, but not limited to,
Section 409A of the Code.

  13. MISCELLANEOUS PROVISIONS.

      13.1 REPURCHASE RIGHTS. Shares issued under the Plan may be subject to a
one or more repurchase options, or other conditions and restrictions as
determined by the Committee in its discretion at the time the Award is granted.
The Company shall have the right to assign at any time any repurchase right it
may have, whether or not such right is then exercisable, to one or more persons
as may be selected by the Company. Upon request by the Company, each Participant
shall execute any agreement evidencing such transfer restrictions prior to the
receipt of shares of Stock hereunder and shall promptly present to the Company
any and all certificates representing shares of Stock acquired hereunder for the
placement on such certificates of appropriate legends evidencing any such
transfer restrictions.

      13.2 RIGHTS AS EMPLOYEE OR DIRECTOR. No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or,
having been so selected, to be selected again as a Participant. Nothing in the
Plan or any Award granted under the Plan shall confer on any Participant a right
to remain an Employee or Director or interfere with or limit in any way any
right of a Participating Company to terminate the Participant's Service at any
time. To the extent that an Employee of a Participating Company other than the
Company receives an Award under the Plan, that Award shall in no event be
understood or interpreted to mean that the Company is the Employee's employer or
that the Employee has an employment relationship with the Company.

      13.3 RIGHTS AS A STOCKHOLDER. A Participant shall have no rights as a
stockholder with respect to any shares covered by an Award until the date of the
issuance of such shares (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such shares are issued, except as provided
in Section 4.2 or another provision of the Plan.

      13.4 FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares upon the exercise or settlement of any Award.

      13.5 RETIREMENT AND WELFARE PLANS. Neither Awards made under this Plan nor
shares of Stock or cash paid pursuant to such Awards shall be included as
"compensation" for purposes of computing the benefits payable to any Participant
under any Participating Company's retirement plans (both qualified and
non-qualified) or welfare benefit plans unless such other plan expressly
provides that such compensation shall be taken into account in computing such
benefits.

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      13.6 SEVERABILITY. If any one or more of the provisions (or any part
thereof) of this Plan shall be held invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and
enforceable, and the validity, legality and enforceability of the remaining
provisions (or any part thereof) of the Plan shall not in any way be affected or
impaired thereby.

      13.7 NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be
construed to: (a) limit, impair, or otherwise affect the Company's or another
Participating Company's right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets; or (b) limit the right or power of the Company or another
Participating Company to take any action which such entity deems to be necessary
or appropriate.

      13.8 CHOICE OF LAW. Except to the extent governed by applicable federal
law, the validity, interpretation, construction and performance of the Plan and
each Award Agreement shall be governed by the laws of the State of California,
without regard to its conflict of law rules.






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                                  PLAN HISTORY


March 22, 2006      Board adopts Plan, with an initial reserve of
                    5,000,000 shares.