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                                                                     EXHIBIT 4.1

                           RAINBOW TECHNOLOGIES, INC.
                       2001 NONSTATUTORY STOCK OPTION PLAN


        1.      Purpose. This Plan has been established as a broad based stock
option plan to attract and retain eligible persons whose present and potential
contributions are important to the success of the Corporation by enabling them
to acquire a proprietary interest, or otherwise increase their proprietary
interest in, the Corporation. Capitalized terms not defined in the text of the
Plan are defined in Section 20 hereof.

        2.      Structure. The Plan shall be divided into two separate equity
programs:

                (a) the Discretionary Option Grant Program under which eligible
                persons may, at the discretion of the Committee, be granted
                Options to purchase Shares: and

                (b) the Automatic Option Grant Program under which eligible
                non-employee Board members shall automatically receive Options
                at periodic intervals to purchase Shares.

        All Options granted will be nonstatutory stock options, which are
options not intended to satisfy the requirements of incentive stock options
under Section 422 of the Code, or comply with the requirements for employee
stock purchase plans under Section 423 of the Code. No other form of Option may
be made under this Plan

        The provisions of Sections 1 through 5 and Sections 7 through 20 shall
apply to all equity programs under the Plan and shall govern the interests of
all persons under the Plan.

        3.      Administration.

               3.1 Committee Authority. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

                        (a) establish such rules as it may deem appropriate for
                        proper administration of the Plan, to make all factual
                        determinations, to construe and interpret the provisions
                        of the Plan and the Options thereunder and to resolve
                        any and all ambiguities thereunder;

                        (b) determine, with respect to Options granted under the
                        Discretionary Option Grant Program, which eligible
                        persons are to receive such Options, the time or times
                        when such Options are to be granted, the number of
                        Shares to be covered by each such Option, the vesting
                        schedule (if any) applicable to the Option, the status
                        of a granted Option and the maximum term for which the
                        Option is to remain outstanding;

                        (c) amend, modify or cancel any outstanding Option with
                        the consent of the holder or accelerate the vesting of
                        such Option;

                        (d) take such other discretionary actions as permitted
                        pursuant to the terms of the applicable program;

                        (e) correct any defects, supply any omission or
                        reconcile any inconsistency in this Plan any Option or
                        any Option Agreement; and

                        (f) make all other determinations necessary or advisable
                        for the administration of this Plan.

All actions, determinations, and interpretations of the Board or Committee with
respect to this Plan or any Options granted hereunder shall be final and binding
upon the Corporation and all interested parties.


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               3.2 Committee Membership. Members of the Committee shall serve
for such period of time as the Board may determine and may be removed by the
Board at any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.

               3.3 Liability of Committee Members. Service on the Committee
shall constitute service as a Board member, and members of the Committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on the Committee. No member of the Committee shall be
liable for any act or omission made in good faith with respect to this Plan or
any Options granted under this Plan.

        4.      Eligibility.

               4.1 Discretionary Grant Program. The persons eligible to
participate in the Discretionary Option Grant Program are as follows:

                        (a) employees of the Corporation (or Subsidiary),

                        (b) non-employee members of the Board or the board of
                        directors of any Subsidiary, and

                        (c) consultants, advisors and other parties who provide
                        bona fide services to the Corporation (or Subsidiary).

               4.2 Automatic Option Grant Program. Only non-employee Board
members shall be eligible to participate in the Automatic Option Grant Program.

        5.      Shares Subject to the Plan.

               5.1 Number of Shares Available. Subject to Sections 5.2, and 16,
(a) the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be Two Million Five Hundred Thousand (2,500,000)
Shares, and (b) Shares that are subject to issuance upon exercise of an Option
but cease to be subject to such Option for any reason other than exercise of
such Option will again be available for grant and issuance in connection with
future grants of Options. Should the Exercise Price of an Option be paid with
Shares or should Shares otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection with
the exercise of an Option under the Plan, then the number of Shares available
for issuance under the Plan shall be reduced by the gross number of Shares for
which the Option is exercised, and not by the net number of Shares issued to the
Optionee. At all times the Corporation shall reserve and keep available a
sufficient number of Shares as shall be required to satisfy the requirements of
all outstanding Options granted under this Plan.

               5.2 Adjustment of Shares. If any change is made to the number of
Shares by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Shares as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under this Plan, (ii) the number and/or
class of securities for which grants are subsequently to be made under the
Automatic Option Grant Program to new and continuing non-employee Board members,
and (iii) the number and/or class of securities and the Exercise Price per Share
in effect under each outstanding Option. Such adjustments to the outstanding
options are to be effected in a manner which shall preclude the enlargement or
dilution of rights and benefits under such options. The adjustments determined
by the Committee shall be final, binding and conclusive.

        6.      Option Programs

               6.1 Discretionary Grant Program. The Committee will have the
discretion to determine, the number of Shares subject to the Options, the
Exercise Price of the Options, the period during which the Options may be
exercised, and all other terms and conditions of the Options granted under the
Discretionary Grant Program, subject to the following:


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               6.2 Automatic Grant Option Program . Each individual who is
elected or appointed as a non-employee Board member shall automatically be
granted on the date of election or appointment, an Option to purchase Fifteen
Thousand (15,000) Shares; provided, however, that if an individual is appointed
as a non-employee Board member prior to the Corporation's annual stockholders
meeting (the "Annual Stockholders Meeting"), the number of Shares covered by the
Option shall be reduced prorata based on the number of days that has elapsed
since the last Annual Stockholders Meeting, with any partial Shares being
rounded downward to the nearest whole Share. During the month of each Annual
Stockholders Meeting beginning with the 2001 Annual Stockholders Meeting, each
individual who continues to serve as a non-employee Board member immediately
following such meeting shall automatically be granted an Option to purchase
Fifteen Thousand (15,000) Shares. The annual automatic grant for non-employee
Board members shall be limited to 15,000 total for all Company option plans that
include an automatic option grant provision.

        7.      Terms & Conditions

               7.1 Form of Option Grant. Each Option granted will be evidenced
by a written Option Agreement, which will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

               7.2 Date of Grant. The date of grant of an Option will be the
date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The date of an Automatic Grant Option will
occur in the month of each Annual Stockholder Meeting.

               7.3 Vesting. Options will vest and become exercisable within the
times or upon the events determined by the Committee as set forth in the Option
Agreement governing such Option. The Committee may provide for the exercise of
Options to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

               7.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may be not less than
100% of the Fair Market Value of the Shares on the date of grant. Payment for
the Shares purchased may be made in accordance with Section 8 of this Plan.

               7.5 Term. Each Option granted shall be for such term as
determined by the Committee and set forth in the Stock Option Agreement
governing such Option; provided, however, that no Option granted will be
exercisable after the expiration of ten (10) years from the date the Option is
granted.

               7.6 Method of Exercise. Options may be exercised only by delivery
to the Corporation of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding the Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Corporation to comply with applicable securities
laws, together with payment in full of the Exercise Price for the number of
Shares being purchased.

               7.7 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that must be purchased on any exercise of an
Option, provided that such minimum number will not prevent the Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

               7.8 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of the Participants affected by a
written notice to them; provided, however that the Exercise Price may not be
reduced below the minimum Exercise Price that would be permitted under Section
7.4 of this Plan for Options granted on the date the action is taken to reduce
the Exercise Price.


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        8.      Payment for Share Purchases.

               8.1 Payment. Payment for Shares purchased pursuant to this Plan
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law as follows:

                        (a) provided that a public market for the Corporation's
                        stock exists:

                                (1) through a "same day sale" commitment from
                                the Participant and a broker-dealer that is a
                                member of the National Association of Securities
                                Dealers (an "NASD Dealer") whereby the
                                Participant irrevocably elects to exercise the
                                Option and to sell a portion of the Shares so
                                purchased to pay for the Exercise Price, and
                                whereby the NASD Dealer irrevocably commits upon
                                receipt of such Shares to forward the Exercise
                                Price directly to the Corporation; or

                                (2) through a "margin" commitment from the
                                Participant and a NASD Dealer whereby the
                                Participant irrevocably elects to exercise the
                                Option and to pledge the Shares so purchased to
                                the NASD Dealer in a margin account as security
                                for a loan from the NASD Dealer in the amount of
                                the Exercise Price, and whereby the NASD Dealer
                                irrevocably commits upon receipt of such Shares
                                to forward the Exercise Price directly to the
                                Corporation; or

                        (b) by any combination of the foregoing, or by such
                        other method as is approved by the Committee and
                        otherwise permitted by law.

        9.      Transferability and Termination of Options. During the lifetime
of a Participant, the Options may be exercised only by the Participant and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution, except that an Option may be assigned in whole or in part
during a Participant's lifetime to one or more members of the Participant's
immediate family or to a trust or other entity in which the Participant and/or
one or more of such family members have more than fifty percent (50%) of the
beneficial interests. The terms applicable to the assigned portion of the Option
shall be the same as those in effect for the Option immediately prior to the
assignment, and shall be set forth in such documents issued to the assignee as
the Committee may deem appropriate.

        Except as otherwise determined by the Committee and set forth in the
Option Agreement, exercise of an Option is subject to the following:

                (a) If the Participant is Terminated for any reason except death
                or Disability, then the Participant may exercise such
                Participant's Options no later than three (3) months after the
                Termination Date , but only to the extent that such Options
                would have been exercisable upon the Termination Date, and in
                any event, no later than the expiration date of the Options.

                (b) If the Participant is Terminated because of the
                Participant's death or Disability (or the Participant dies
                within three (3) months after a Termination other than due to
                Participant's death or Disability), then the Participant's
                Options may be exercised only to the extent that such Options
                would have been exercisable by the Participant on the
                Termination Date and must be exercised by the Participant (or
                the Participant's legal representative or authorized assignee)
                no later than twelve (12) months after the Termination Date, but
                in any event no later than the expiration date of the Options.

                (c) Notwithstanding (a) and (b) above, if the Participant is
                Terminated for Misconduct (as defined herein) any Option not
                exercised in full prior to such termination will be deemed
                automatically canceled and may not be exercised on or after the
                Termination Date.

        10.     Withholding Taxes.

               10.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Options granted under this Plan, the Corporation may require the
Participant to remit to the Corporation an amount sufficient to


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satisfy federal, state, and local withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares.

        11.     Rights as a Stockholder. No Participant will have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant. No adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to the date such certificate
or certificates are issued.

        12.     Certificates. All certificates for Shares delivered under this
Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

        13.     Exchange of Options. The Committee may, at any time or from time
to time with the consent of the respective Participants issue new Options in
exchange for the surrender and cancellation of existing Options. The Committee
may at any time buy from a Participant an Option previously granted with payment
in cash, Shares or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

        14.     Securities Law and Other Regulatory Compliance. An Option will
not be effective unless such Option is in compliance with all applicable federal
and state securities laws, rules and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon which
the Shares may then be listed or quoted, as they are in effect on the date of
grant of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Corporation will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Corporation
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Corporation determines to be necessary or
advisable.

        15.     No Obligation to Employ. Nothing in this Plan or any Option
granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Corporation or any Subsidiary of the Corporation or limit in any way
the right of the Corporation or Subsidiary of the Corporation to terminate any
Participant's employment or other relationship at any time, with or without
cause.

        16.     Corporate Transactions.

               16 .1 Assumption or Replacement of Awards by Successor. Each
Option outstanding at the time of a Change in Control but not otherwise
fully-vested shall automatically accelerate so that each such Option shall,
immediately prior to the effective date of the Change in Control, become
exercisable for all of the Shares at the time subject to that Option. However,
an outstanding Option shall not so accelerate if and to the extent: (i) such
Option is, in connection with the Change in Control, assumed or otherwise
continued in full force and effect by the successor corporation (or parent
thereof) pursuant to the terms of the Change in Control, (ii) such Option is
replaced with a cash incentive program of the successor corporation which
preserves the spread existing at the time of the Change in Control on the Shares
for which the Option is not otherwise at that time exercisable and provides for
subsequent payout in accordance with the same vesting schedule applicable to
those Shares or (iii) the acceleration of such Option is subject to other
limitations imposed by the Committee at the time of it was granted. Immediately
following the consummation of the Change in Control, all outstanding Options
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof) or otherwise expressly continued in
full force and effect pursuant to the terms of the Change in Control. Each
Option which is assumed in connection with a Change in Control shall be
appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to the
Participant in consummation of such Change in Control had the Option been
exercised immediately prior to such Change in Control. Appropriate adjustments
to reflect such Change in Control shall also be made to (i) the Exercise Price
payable per Share under each outstanding Option, provided the aggregate Exercise
Price payable for such securities shall remain the same, and (ii) the maximum
number and/or class of securities available for issuance over the remaining term
of the Plan. The Committee may at any time provide that one or more Options will
automatically accelerate in connection with a Change in Control, whether or not
those Options are assumed or otherwise continued in full force and effect


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pursuant to the terms of the Change in Control. Any such Option shall
accordingly become exercisable, immediately prior to the effective date of such
Change in Control, for all of the Shares at the time subject to that Option.

               16.2 Other Treatment of Options. Subject to any greater rights
granted to the Participants under the foregoing provisions of this Section 16
and in the event of the occurrence of any transaction described in Section 16.1,
any outstanding Options will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation, sale of assets or
other "corporate transaction."

               16.3 Assumption of Awards by the Corporation. The Corporation,
from time to time, also may substitute or assume outstanding options or similar
awards granted by another company, whether in connection with an acquisition of
such other company or otherwise, by either; (a) granting an Option under this
Plan in substitution of such other company's award; or (b) assuming such award
as if it had been granted under this Plan if the terms of such assumed award
could be applied to an Option granted under this Plan. Such substitution or
assumption will be permissible if the holder of the substituted or assumed award
would have been eligible to be granted an Option under this Plan if the other
company had applied the rules of this Plan to such grant. In the event the
Corporation assumes an award granted by another company, the terms and
conditions of such award will remain unchanged (except that the exercise price
per share and the number and nature of shares issuable upon exercise of any such
award will be adjusted appropriately). In the event the Corporation elects to
grant a new Option rather than assuming an existing award, such new Option may
be granted with a similarly adjusted Exercise Price.

        17.     Term of Plan. The Plan shall be unlimited in duration and, in
the event of Plan termination, shall remain in effect as long as any Options
under it are outstanding.

        18.     Amendment or Termination of Plan. The Board may at any time
terminate or amend the Plan without the approval of the stockholders of the
Corporation, unless such approval is required by law (including Section 16(b) of
the Exchange Act), The Nasdaq Market Marketplace Rules, or otherwise.
Notwithstanding the foregoing, no amendment or termination may, in the absence
of written consent by the affected Participant (or, if the Participant is not
then living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Option granted under the Plan prior to the
date such amendment or termination is adopted by the Board; provided that
adjustments pursuant to Section 5.2 and 16 shall not require the consent of any
Participant.

        19.     No Impairment of Authority. Neither the adoption of this Plan by
the Board, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases. Outstanding Options shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

        20.     Definitions.

               "Automatic Option Grant Program" means the automatic option grant
program in effect under the Plan.

               "Board" means the Board of Directors of the Corporation.

               "Change in Control" means a change in ownership or control of the
Corporation effected through any of the following transactions:

                (a) a merger, consolidation or reorganization approved by the
                Corporation's stockholders, unless securities representing more
                than fifty percent (50%) of the total combined voting power of
                the voting securities of the successor corporation are
                immediately thereafter beneficially owned, directly or
                indirectly and in substantially the same proportion, by the
                persons who beneficially owned the Corporation's outstanding
                voting securities immediately prior to such transaction,

                (b) any stockholder-approved complete liquidation of the
                Corporation, or transfer or other disposition of all or
                substantially all of the Corporation's assets,


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               (c) the acquisition, directly or indirectly by any person or
               related group of persons (other than the Corporation or a person
               that directly or indirectly controls, is controlled by, or is
               under common control with, the Corporation), of beneficial
               ownership (within the meaning of Rule 13d-3 of the Exchange Act)
               of securities possessing more than fifty percent (50%) of the
               total combined voting power of the Corporation's outstanding
               securities; or

                (d) a majority of the directors of the Corporation shall be
                persons other than persons:

                        (i) for whose election proxies shall have been solicited
                        by the Board; or

                        (ii) who are then serving as directors appointed by the
                        Board to fill vacancies on the Board caused by death or
                        resignation (but not by removal) or to fill
                        newly-created directorships.

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

               "Committee" means a committee of the Board comprised of two or
more "non-employee directors" within the meaning of Rule 16b-3 of the Exchange
Act appointed to administer this Plan, or if no such committee is appointed, the
Board. During all times that the Corporation is subject to Section 16 of the
Exchange Act, the Corporation will take appropriate steps to comply with the
administration requirements of Section 16(b) of the Exchange Act.

               "Common Stock" means the common stock of the Corporation.

               "Corporation" means RAINBOW TECHNOLOGIES, Inc., a Delaware
corporation, or any successor corporation.

               "Disability" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.

               "Discretionary Option Grant Program" means the discretionary
option grant program in effect under the Plan.

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

               "Exercise Price" means the price at which a holder of an Option
may purchase the Shares issuable upon exercise of the Option.

               "Fair Market Value" means, as of any date, the value of a share
of the Corporation's Common Stock determined as follows:

                (a) if such Common Stock is then quoted on the Nasdaq National
                Market, its closing price on the Nasdaq National Market on the
                date of determination (if such day is a trading day), and, if
                such date of determination is not a trading day, then on the
                last trading day prior to the date of determination;

                (b) if such Common Stock is publicly traded and is then listed
                on a national securities exchange, its closing price on the
                principal national securities exchange on which the Common Stock
                is listed or admitted to trading on the date of determination
                (if such day is a trading day), and, if such date of
                determination is not a trading day, then on the last trading day
                prior to the date of determination;

                (c) if such Common Stock is publicly traded but is not quoted on
                the Nasdaq National Market nor listed or admitted to trading on
                a national securities exchange, the average of the closing bid
                and asked prices on the date of determination (if such day is a
                trading day), and, if such date of


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                determination is not a trading day, then on the last trading day
                prior to the date of determination; or

                (d) if none of the foregoing is applicable, by the Committee in
                good faith.

               "Misconduct" means the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the
Corporation (or Subsidiary), or any intentional wrongdoing by such person,
whether by omission or commission, which adversely affects the business or
affairs of the Corporation (or Subsidiary) in a material manner. This shall not
limit the grounds for the dismissal or discharge of any person in the service of
the Corporation (or Subsidiary).

               "Option" means an option to purchase Shares granted pursuant to
this Plan.

               "Option Agreement" means, with respect to each Option, the signed
written agreement between the Corporation and the Participant setting forth the
terms and conditions of the Option.

               "Participant" means a person who receives an Option under this
Plan.

               "Plan" means this RAINBOW TECHNOLOGIES, Inc. 2001 Nonstatutory
Stock Option Plan, as amended from time to time.

               "SEC" means the Securities and Exchange Commission.

               "Shares" means shares of the Corporation's (and any successor
entity's) authorized but unissued or reacquired Common Stock, including shares
repurchased by the Corporation (or such successor entity) on the open market.

               "Subsidiary" means any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation if, at the
time of granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

               "Termination" or "Terminated" means, for purposes of this Plan
with respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, independent contractor or
advisor to the Corporation or Subsidiary of the Corporation, except in the case
of sick leave, military leave, or any other leave of absence approved by the
Committee, provided that such leave is for a period of not more than ninety (90)
days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the "Termination Date").


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