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                              INSILICON CORPORATION

                        2000 EMPLOYEE STOCK PURCHASE PLAN

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                                TABLE OF CONTENTS
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Section 1             PURPOSE....................................................................................1

Section 2             DEFINITIONS................................................................................1

         2.1      "1934 Act".....................................................................................1

         2.2      "Board"........................................................................................1

         2.3      "Code".........................................................................................1

         2.4      "Committee"....................................................................................1

         2.5      "Common Stock".................................................................................1

         2.6      "Company"......................................................................................1

         2.7      "Compensation".................................................................................1

         2.8      "Eligible Employee"............................................................................1

         2.9      "Employee".....................................................................................2

         2.10     "Employer" or "Employers"......................................................................2

         2.11     "Enrollment Date"..............................................................................2

         2.12     "Grant Date"...................................................................................2

         2.13     "Participant"..................................................................................2

         2.14     "Plan".........................................................................................2

         2.15     "Purchase Date"................................................................................2

         2.16     "Subsidiary"...................................................................................2

Section 3             SHARES SUBJECT TO THE PLAN.................................................................2

         3.1      Number Available...............................................................................2

         3.2      Adjustments....................................................................................3

Section 4             ENROLLMENT.................................................................................3

         4.1      Participation..................................................................................3

         4.2      Payroll Withholding............................................................................3

Section 5             OPTIONS TO PURCHASE COMMON STOCK...........................................................3

         5.1      Grant of Option................................................................................3

         5.2      Duration of Option.............................................................................3

         5.3      Number of Shares Subject to Option.............................................................4

         5.4      Other Terms and Conditions.....................................................................4
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                                TABLE OF CONTENTS
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Section 6             PURCHASE OF SHARES.........................................................................4

         6.1      Exercise of Option.............................................................................4

         6.2      Delivery of Shares.............................................................................5

         6.3      Exhaustion of Shares...........................................................................5

Section 7             WITHDRAWAL.................................................................................5

         7.1      Withdrawal.....................................................................................5

Section 8             CESSATION OF PARTICIPATION.................................................................5

         8.1      Termination of Status as Eligible Employee.....................................................5

Section 9             DESIGNATION OF BENEFICIARY.................................................................5

         9.1      Designation....................................................................................5

         9.2      Changes........................................................................................5

         9.3      Failed Designations............................................................................6

Section 10            ADMINISTRATION.............................................................................6

         10.1     Plan Administrator.............................................................................6

         10.2     Actions by Committee...........................................................................6

         10.3     Powers of Committee............................................................................6

         10.4     Decisions of Committee.........................................................................7

         10.5     Administrative Expenses........................................................................7

         10.6     Eligibility to Participate.....................................................................7

         10.7     Indemnification................................................................................7

Section 11            AMENDMENT, TERMINATION, AND DURATION.......................................................7

         11.1     Amendment, Suspension, or Termination..........................................................7

         11.2     Duration of the Plan...........................................................................8

Section 12            GENERAL PROVISIONS.........................................................................8

         12.1     Participation by Subsidiaries..................................................................8

         12.2     Inalienability.................................................................................8

         12.3     Severability...................................................................................8

         12.4     Requirements of Law............................................................................8

         12.5     Compliance with Rule 16b-3.....................................................................8

         12.6     No Enlargement of Employment Rights............................................................9

         12.7     Apportionment of Costs and Duties..............................................................9
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                                TABLE OF CONTENTS
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         12.8     Construction and Applicable Law................................................................9

         12.9     Captions.......................................................................................9

EXECUTION             ...........................................................................................9
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                              INSILICON CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                        (AS ADOPTED ON JANUARY 18, 2000)

                                   SECTION 1
                                    PURPOSE

                  inSilicon Corporation hereby establishes the inSilicon
Corporation 2000 Employee Stock Purchase Plan, effective as of the first
Enrollment Date, in order to provide eligible employees of the Company and
its participating Subsidiaries with the opportunity to purchase Common Stock
through payroll deductions. The Plan is intended to qualify as an employee
stock purchase plan under Section 423(b) of the Code.

                                   SECTION 2
                                  DEFINITIONS

                  2.1    "1934 ACT" means the Securities Exchange Act of 1934,
as amended. Reference to a specific Section of the 1934 Act or regulation
thereunder shall include such Section or regulation, any valid regulation
promulgated under such Section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such Section
or regulation.

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

                  2.3    "CODE" means the Internal Revenue Code of 1986, as
amended. Reference to a specific Section of the Code or regulation thereunder
shall include such Section or regulation, any valid regulation promulgated
under such Section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such Section or regulation.

                  2.4    "COMMITTEE" shall mean the committee appointed by
the Board to administer the Plan. Any member of the Committee may resign at
any time by notice in writing mailed or delivered to the Secretary of the
Company. As of the effective date of the Plan, the Plan shall be administered
by the Compensation Committee of the Board.

                  2.5    "COMMON STOCK" means the common stock of the Company.

                  2.6    "COMPANY" means inSilicon Corporation, a Delaware
corporation.

                  2.7    "COMPENSATION" means a Participant's regular wages.
The Committee, in its discretion, may (on a uniform and nondiscriminatory
basis) establish a different definition of Compensation prior to an
Enrollment Date for all options to be granted on such Enrollment Date.

                  2.8    "ELIGIBLE EMPLOYEE" means every Employee of an
Employer, except (a) any Employee who immediately after the grant of an
option under the Plan, would own stock and/or hold outstanding options to
purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any
Subsidiary

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of the Company (including stock attributed to such Employee pursuant to
Section 424(d) of the Code), or (b) as provided in the following sentence.
The Committee, in its discretion, from time to time may, prior to an
Enrollment Date for all options to be granted on such Enrollment Date,
determine (on a uniform and nondiscriminatory basis) that an Employee shall
not be an Eligible Employee if he or she: (1) has not completed at least two
years of service since his or her last hire date (or such lesser period of
time as may be determined by the Committee in its discretion), (2)
customarily works not more than 20 hours per week (or such lesser period of
time as may be determined by the Committee in its discretion), (3)
customarily works not more than 5 months per calendar year (or such lesser
period of time as may be determined by the Committee in its discretion), or
(4) is an officer or other manager.

                  2.9    "EMPLOYEE" means an individual who is a common-law
employee of any Employer, whether such employee is so employed at the time
the Plan is adopted or becomes so employed subsequent to the adoption of the
Plan.

                  2.10    "EMPLOYER" or "EMPLOYERS" means any one or all of
the Company, and those Subsidiaries which, with the consent of the Board,
have adopted the Plan.

                  2.11    "ENROLLMENT DATE" means such dates as may be
determined by the Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time.

                  2.12    "GRANT DATE" means any date on which a Participant
is granted an option under the Plan.

                  2.13    "PARTICIPANT" means an Eligible Employee who (a)
has become a Participant in the Plan pursuant to Section 4.1 and (b) has not
ceased to be a Participant pursuant to Section 8 or Section 9.

                  2.14    "PLAN" means the inSilicon Corporation 2000
Employee Stock Purchase Plan, as set forth in this instrument and as
hereafter amended from time to time.

                  2.15    "PURCHASE DATE" means such dates as may be
determined by the Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time prior to an Enrollment Date for
all options to be granted on such Enrollment Date.

                  2.16    "SUBSIDIARY" means any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

                                   SECTION 3
                          SHARES SUBJECT TO THE PLAN

                  3.1     NUMBER AVAILABLE. A maximum of 250,000 shares of
Common Stock shall be available for issuance pursuant to the Plan. Beginning
with the first fiscal year of the Company beginning after the effective date
of the Plan, on the first day of each fiscal year of the Company, Shares will
be added to the Plan equal to the lesser of (a) 0.3125% of the outstanding

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Shares on the last day of the prior fiscal year, or (b) 100,000 Shares.
Shares sold under the Plan may be newly issued shares or treasury shares.

                  3.2     ADJUSTMENTS. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend,
combination of shares, merger, consolidation, offering of rights or other
similar change in the capital structure of the Company, the Board may make
such adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan and in the
maximum number of shares subject to any option under the Plan.

                                   SECTION 4
                                   ENROLLMENT

                  4.1     PARTICIPATION. Each Eligible Employee may elect to
become a Participant by enrolling or re-enrolling in the Plan effective as of
any Enrollment Date. In order to enroll, an Eligible Employee must complete,
sign and submit to the Company an enrollment form in such form, manner and by
such deadline as may be specified by the Committee from time to time (in its
discretion and on a nondiscriminatory basis). Any Participant whose option
expires and who has not withdrawn from the Plan automatically will be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which his or her option expires. Any Participant whose
option has not expired and who has not withdrawn from the Plan automatically
will be deemed to be un-enrolled from the Participant's current option and be
enrolled as of a subsequent Enrollment Date if the price per Share on such
subsequent Enrollment Date is lower than the price per Share on the
Enrollment Date relating to the Participant's current option.

                  4.2     PAYROLL WITHHOLDING. On his or her enrollment form,
each Participant must elect to make Plan contributions via payroll
withholding from his or her Compensation. Pursuant to such procedures as the
Committee may specify from time to time, a Participant may elect to have
withholding equal to a whole percentage from 1% to 15% (or such lesser
percentage that the Committee may establish from time to time for all options
to be granted on any Enrollment Date). A Participant may elect to increase or
decrease his or her rate of payroll withholding by submitting a new
enrollment form in accordance with such procedures as may be established by
the Committee from time to time. A Participant may stop his or her payroll
withholding by submitting a new enrollment form in accordance with such
procedures as may be established by the Committee from time to time. In order
to be effective as of a specific date, an enrollment form must be received by
the Company no later than the deadline specified by the Committee, in its
discretion and on a nondiscriminatory basis, from time to time. Any
Participant who is automatically re-enrolled in the Plan will be deemed to
have elected to continue his or her contributions at the percentage last
elected by the Participant.

                                   SECTION 5
                        OPTIONS TO PURCHASE COMMON STOCK

                  5.1     GRANT OF OPTION. On each Enrollment Date on which
the Participant enrolls or re-enrolls in the Plan, he or she shall be granted
an option to purchase shares of Common Stock.

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                  5.2     DURATION OF OPTION. Each option granted under the
Plan shall expire on the earliest to occur of (a) the completion of the
purchase of shares on the last Purchase Date occurring within 27 months of
the Grant Date of such option, (b) such shorter option period as may be
established by the Committee from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date, or (c) the date on
which the Participant ceases to be such for any reason. Until otherwise
determined by the Committee for all options to be granted on an Enrollment
Date, the period referred to in clause (b) in the preceding sentence shall
mean the period from the applicable Enrollment Date through the last business
day prior to the immediately following Enrollment Date.

                  5.3     NUMBER OF SHARES SUBJECT TO OPTION. The number of
shares available for purchase by each Participant under the option will be
established by the Committee from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date.

                  5.4     OTHER TERMS AND CONDITIONS. Each option shall be
subject to the following additional terms and conditions:

                  (a)     payment for shares purchased under the option shall
         be made only through payroll withholding under Section 4.2;

                  (b)     purchase of shares upon exercise of the option will
         be accomplished only in accordance with Section 6.1;

                  (c)     the price per share under the option will be
         determined as provided in Section 6.1; and

                  (d)     the option in all respects shall be subject to such
         other terms and conditions (applied on a uniform and nondiscriminatory
         basis), as the Committee shall determine from time to time in its
         discretion.

                                   SECTION 6
                              PURCHASE OF SHARES

                  6.1     EXERCISE OF OPTION. Subject to Section 6.2, on each
Purchase Date, the funds then credited to each Participant's account shall be
used to purchase whole shares of Common Stock. Any cash remaining after whole
shares of Common Stock have been purchased shall be carried forward in the
Participant's account for the purchase of shares on the next Purchase Date.
The price per Share of the Shares purchased under any option granted under
the Plan shall be eighty-five percent (85%) of the lower of:

                  (a)     the closing price per Share on the Grant Date for
         such option on the NASDAQ National Market System; or

                  (b)     the closing price per Share on the Purchase Date
         on the NASDAQ National Market System;

provided, however, that with respect to any Grant Date under the Plan that
coincides with the date of the final prospectus for the initial public
offering of the Common Stock, the price in

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clause (a) above shall be the price per Share at which shares of Common Stock
are initially offered for sale to the public by the Company's underwriters in
such offering.

                  6.2     DELIVERY OF SHARES. As directed by the Committee in
its sole discretion, shares purchased on any Purchase Date shall be delivered
directly to the Participant or to a custodian or broker (if any) designated
by the Committee to hold shares for the benefit of the Participants. As
determined by the Committee from time to time, such shares shall be delivered
as physical certificates or by means of a book entry system.

                  6.3     EXHAUSTION OF SHARES. If at any time the shares
available under the Plan are over-enrolled, enrollments shall be reduced
proportionately to eliminate the over-enrollment. Such reduction method shall
be "bottom up", with the result that all option exercises for one share shall
be satisfied first, followed by all exercises for two shares, and so on,
until all available shares have been exhausted. Any funds that, due to
over-enrollment, cannot be applied to the purchase of whole shares shall be
refunded to the Participants (without interest thereon).

                                 SECTION 7
                                 WITHDRAWAL

                  7.1     WITHDRAWAL. A Participant may withdraw from the
Plan by submitting a completed enrollment form to the Company. A withdrawal
will be effective only if it is received by the Company by the deadline
specified by the Committee (in its discretion and on a uniform and
nondiscriminatory basis) from time to time. When a withdrawal becomes
effective, the Participant's payroll contributions shall cease and all
amounts then credited to the Participant's account shall be distributed to
him or her (without interest thereon).

                                  SECTION 8
                         CESSATION OF PARTICIPATION

                  8.1     TERMINATION OF STATUS AS ELIGIBLE EMPLOYEE. A
Participant shall cease to be a Participant immediately upon the cessation of
his or her status as an Eligible Employee (for example, because of his or her
termination of employment from all Employers for any reason). As soon as
practicable after such cessation, the Participant's payroll contributions
shall cease and all amounts then credited to the Participant's account shall
be distributed to him or her (without interest thereon). If a Participant is
on a Company-approved leave of absence, his or her participation in the Plan
shall continue for so long as he or she remains an Eligible Employee and has
not withdrawn from the Plan pursuant to Section 7.1.

                                  SECTION 9
                           DESIGNATION OF BENEFICIARY

                  9.1     DESIGNATION. Each Participant may, pursuant to such
uniform and nondiscriminatory procedures as the Committee may specify from
time to time, designate one or more Beneficiaries to receive any amounts
credited to the Participant's account at the time of his or her death.
Notwithstanding any contrary provision of this Section 9, Sections 9.1 and
9.2 shall be operative only after (and for so long as) the Committee
determines (on a uniform and nondiscriminatory basis) to permit the
designation of Beneficiaries.

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<PAGE>

                  9.2     CHANGES. A Participant may designate different
Beneficiaries (or may revoke a prior Beneficiary designation) at any time by
delivering a new designation (or revocation of a prior designation) in like
manner. Any designation or revocation shall be effective only if it is
received by the Committee. However, when so received, the designation or
revocation shall be effective as of the date the designation or revocation is
executed (whether or not the Participant still is living), but without
prejudice to the Committee on account of any payment made before the change
is recorded. The last effective designation received by the Committee shall
supersede all prior designations.

                  9.3     FAILED DESIGNATIONS. If a Participant dies without
having effectively designated a Beneficiary, or if no Beneficiary survives
the Participant, the Participant's Account shall be payable to his or her
estate.

                                  SECTION 10
                                ADMINISTRATION

                  10.1    PLAN ADMINISTRATOR. The Plan shall be administered
by the Committee. The Committee shall have the authority to control and
manage the operation and administration of the Plan.

                  10.2    ACTIONS BY COMMITTEE. Each decision of a majority
of the members of the Committee then in office shall constitute the final and
binding act of the Committee. The Committee may act with or without a meeting
being called or held and shall keep minutes of all meetings held and a record
of all actions taken by written consent.

                  10.3    POWERS OF COMMITTEE. The Committee shall have all
powers and discretion necessary or appropriate to supervise the
administration of the Plan and to control its operation in accordance with
its terms, including, but not by way of limitation, the following
discretionary powers:

                  (a)     To interpret and determine the meaning and validity
         of the provisions of the Plan and the options and to determine any
         question arising under, or in connection with, the administration,
         operation or validity of the Plan or the options;

                  (b)     To determine any and all considerations affecting
         the eligibility of any employee to become a Participant or to remain
         a Participant in the Plan;

                  (c)     To cause an account or accounts to be maintained
         for each Participant;

                  (d)     To determine the time or times when, and the number
         of shares for which, options shall be granted;

                  (e)     To establish and revise an accounting method or
         formula for the Plan;

                  (f)     To designate a custodian or broker to receive shares
         purchased under the Plan and to determine the manner and form in which
         shares are to be delivered to the designated custodian or broker;

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<PAGE>

                  (g)     To determine the status and rights of Participants
         and their Beneficiaries or estates;

                  (h)     To employ such brokers, counsel, agents and
         advisers, and to obtain such broker, legal, clerical and other
         services, as it may deem necessary or appropriate in carrying out
         the provisions of the Plan;

                  (i)     To establish, from time to time, rules for
         the performance of its powers and duties and for the administration
         of the Plan;

                  (j)     To adopt such procedures and subplans as are
         necessary or appropriate to permit participation in the Plan by
         employees who are foreign nationals or employed outside of the
         United States;

                  (k)     To delegate to any one or more of its members or
         to any other person, severally or jointly, the authority to perform
         for and on behalf of the Committee one or more of the functions of
         the Committee under the Plan.

                  10.4    DECISIONS OF COMMITTEE. All actions,
interpretations, and decisions of the Committee shall be conclusive and
binding on all persons, and shall be given the maximum possible deference
allowed by law.

                  10.5    ADMINISTRATIVE EXPENSES. All expenses incurred in
the administration of the Plan by the Committee, or otherwise, including
legal fees and expenses, shall be paid and borne by the Employers, except any
stamp duties or transfer taxes applicable to the purchase of shares may be
charged to the account of each Participant. Any brokerage fees for the
purchase of shares by a Participant shall be paid by the Company, but fees
and taxes (including brokerage fees) for the transfer, sale or resale of
shares by a Participant, or the issuance of physical share certificates,
shall be borne solely by the Participant.

                  10.6    ELIGIBILITY TO PARTICIPATE. No member of the
Committee who is also an employee of an Employer shall be excluded from
participating in the Plan if otherwise eligible, but he or she shall not be
entitled, as a member of the Committee, to act or pass upon any matters
pertaining specifically to his or her own account under the Plan.

                  10.7    INDEMNIFICATION. Each of the Employers shall, and
hereby does, indemnify and hold harmless the members of the Committee and the
Board, from and against any and all losses, claims, damages or liabilities
(including attorneys' fees and amounts paid, with the approval of the Board,
in settlement of any claim) arising out of or resulting from the
implementation of a duty, act or decision with respect to the Plan, so long
as such duty, act or decision does not involve gross negligence or willful
misconduct on the part of any such individual.

                                   SECTION 11
                      AMENDMENT, TERMINATION, AND DURATION

                  11.1    AMENDMENT, SUSPENSION, OR TERMINATION. The Board,
in its sole discretion, may amend or terminate the Plan, or any part thereof,
at any time and for any reason.

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<PAGE>

If the Plan is terminated, the Board, in its discretion, may elect to
terminate all outstanding options either immediately or upon completion of
the purchase of shares on the next Purchase Date, or may elect to permit
options to expire in accordance with their terms (and participation to
continue through such expiration dates). If the options are terminated prior
to expiration, all amounts then credited to Participants' accounts which have
not been used to purchase shares shall be returned to the Participants
(without interest thereon) as soon as administratively practicable.

                  11.2    DURATION OF THE PLAN. The Plan shall commence on
the date specified herein, and subject to Section 11.1 (regarding the Board's
right to amend or terminate the Plan), shall remain in effect for ten (10)
years from the effective date.

                                   SECTION 12
                               GENERAL PROVISIONS

                  12.1    PARTICIPATION BY SUBSIDIARIES. One or more
Subsidiaries of the Company may become participating Employers by adopting
the Plan and obtaining approval for such adoption from the Board. By adopting
the Plan, a Subsidiary shall be deemed to agree to all of its terms,
including (but not limited to) the provisions granting exclusive authority
(a) to the Board to amend the Plan, and (b) to the Committee to administer
and interpret the Plan. An Employer may terminate its participation in the
Plan at any time. The liabilities incurred under the Plan to the Participants
employed by each Employer shall be solely the liabilities of that Employer,
and no other Employer shall be liable for benefits accrued by a Participant
during any period when he or she was not employed by such Employer.

                  12.2    INALIENABILITY. In no event may either a
Participant, a former Participant or his or her Beneficiary, spouse or estate
sell, transfer, anticipate, assign, hypothecate, or otherwise dispose of any
right or interest under the Plan; and such rights and interests shall not at
any time be subject to the claims of creditors nor be liable to attachment,
execution or other legal process. Accordingly, for example, a Participant's
interest in the Plan is not transferable pursuant to a domestic relations
order.

                  12.3    SEVERABILITY. In the event any provision of the
Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had
not been included.

                  12.4    REQUIREMENTS OF LAW. The granting of options and
the issuance of shares shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or securities
exchanges as the Committee may determine are necessary or appropriate.

                  12.5    COMPLIANCE WITH RULE 16b-3. Any transactions under
this Plan with respect to officers (as defined in Rule 16a-1 promulgated
under the 1934 Act) are intended to comply with all applicable conditions of
Rule 16b-3. To the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee. Notwithstanding any
contrary

                                      8
<PAGE>

provision of the Plan, if the Committee specifically determines that
compliance with Rule 16b-3 no longer is required, all references in the Plan
to Rule 16b-3 shall be null and void.

                  12.6    NO ENLARGEMENT OF EMPLOYMENT RIGHTS. Neither the
establishment or maintenance of the Plan, the granting of options, the
purchase of shares, nor any action of any Employer or the Committee, shall be
held or construed to confer upon any individual any right to be continued as
an employee of the Employer nor, upon dismissal, any right or interest in any
specific assets of the Employers other than as provided in the Plan. Each
Employer expressly reserves the right to discharge any employee at any time,
with or without cause.

                  12.7    APPORTIONMENT OF COSTS AND DUTIES. All acts
required of the Employers under the Plan may be performed by the Company for
itself and its Subsidiaries, and the costs of the Plan may be equitably
apportioned by the Committee among the Company and the other Employers.
Whenever an Employer is permitted or required under the terms of the Plan to
do or perform any act, matter or thing, it shall be done and performed by any
officer or employee of the Employers who is thereunto duly authorized by the
Employers.

                  12.8    CONSTRUCTION AND APPLICABLE LAW. The Plan is
intended to qualify as an "employee stock purchase plan" within the meaning
of Section 423(b) of the Code. Any provision of the Plan which is
inconsistent with Section 423(b) of the Code shall, without further act or
amendment by the Company or the Committee, be reformed to comply with the
requirements of Section 423(b). The provisions of the Plan shall be
construed, administered and enforced in accordance with such Section and with
the laws of the State of California (excluding California's conflict of laws
provisions).

                  12.9    CAPTIONS. The captions contained in and the table
of contents prefixed to the Plan are inserted only as a matter of
convenience, and in no way define, limit, enlarge or describe the scope or
intent of the Plan nor in any way shall affect the construction of any
provision of the Plan.

                                    EXECUTION

                  IN WITNESS WHEREOF, inSilicon Corporation, by its duly
authorized officer, has executed this Plan.

                                       INSILICON CORPORATION

Dated:  January 18, 2000               By: /s/ David J. Power
                                          ----------------------------------
                                          Title: Vice President,
                                                 General Counsel


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