EXHIBIT 10.1
                               MCGLEN MICRO, INC.
                             1999 STOCK OPTION PLAN

         1.       Purpose.  This Stock Option Plan (this "Plan") is  established
as a  compensatory  plan to attract,  retain and provide  equity  incentives  to
selected  persons to promote the  financial  success of MCGLEN  MICRO,  INC.,  a
California  corporation or such successor entity upon merger or  reincorporation
(the "Company").  Capitalized terms not previously defined herein are defined in
Section 17 of this Plan.

         2. Types of Options and Shares.  Options  granted  under this Plan (the
"Options") may be either (a) incentive stock options ("ISOs") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
(b) nonqualified  stock options  ("NQSOs"),  as designated at the time of grant.
The shares of stock that may be purchased upon exercise of Options granted under
this Plan (the  "Shares")  are shares of Common  Stock of the  Company  ("Common
Stock").

         3. Number of Shares.  The aggregate number of Shares that may be issued
pursuant to Options  granted  under this Plan is  2,000,000  Shares,  subject to
adjustment  as provided  in this Plan.  If any Option  expires or is  terminated
without being  exercised in whole or in part, the unexercised or released Shares
from such Option  shall be available  for future  grant and purchase  under this
Plan.  At all times during the term of this Plan,  the Company shall reserve and
keep  available  such  number of  Shares as shall be  required  to  satisfy  the
requirements of outstanding Options under this Plan.

         4.       Eligibility.
                  -----------

                  (a) General  Rules of  Eligibility.  Options may be granted to
employees,  officers,  directors,   consultants,   independent  contractors  and
advisors  (provided such consultants,  contractors and advisors render bona fide
services  not  in  connection  with  the  offer  and  sale  of  securities  in a
capital-raising  transaction)  of the  Company  or  any  Parent,  Subsidiary  or
Affiliate  of the  Company.  ISOs may be granted  only to  employees  (including
officers and  directors  who are also  employees)  of the Company or a Parent or
Subsidiary of the Company.  The Committee (as defined in Section 14) in its sole
discretion shall select the recipients of Options ("Optionees"). An Optionee may
be granted more than one Option under this Plan.

                  (b) Company Assumption of Options.  The Company may also, from
time to time, assume outstanding options granted by another company,  whether in
connection with an acquisition of such other company or otherwise, by either (i)
granting an Option under this Plan in  replacement  of the option assumed by the
Company,  or (ii)  treating the assumed  option as if it had been granted  under
this Plan if the terms of such  assumed  option  could be  applied  to an option
granted under this Plan. Such  assumption  shall be permissible if the holder of




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the assumed option would have been eligible to be granted an Option hereunder if
the other company had applied the rules of this Plan to such grant.

         5. Terms and  Conditions  of Options.  The  Committee  shall  determine
whether each Option is to be an ISO or an NQSO,  the number of Shares subject to
the Option, the exercise price of the Option, the period during which the Option
may be exercised,  and all other terms and conditions of the Option,  subject to
the following:

                  (a) Form of Option Grant.  Each Option granted under this Plan
shall  be  evidenced  by  a  written   Stock  Option  Grant  (the   "Grant")  in
substantially  the form  attached  hereto as  Exhibit  "A" or such other form as
shall be approved by the Committee.

                  (b) Date of Grant. The date of grant of an Option shall be the
date on which the Committee makes the  determination to grant such Option unless
otherwise specified by the Committee and subject to applicable provisions of the
Code. The Grant representing the Option will be delivered to the Optionee with a
copy of this Plan within a  reasonable  time after the date of grant;  provided,
however, that if, for any reason, including a unilateral decision by the Company
not to execute an  agreement  evidencing  such  option,  a written  Grant is not
executed  within  sixty (60) days after the date of grant,  such option shall be
deemed  null and void.  No  Option  shall be  exercisable  until  such  Grant is
executed by the Company and the Optionee.

                  (c) Exercise Price. The exercise price of an NQSO shall be not
less than One Hundred  percent  (100%) of the Fair Market Value of the Shares on
the date the Option is granted.  The exercise  price of an ISO shall be not less
than one hundred  percent  (100%) of the Fair Market  Value of the Shares on the
date the Option is granted. The exercise price of any Option granted to a person
owning more than ten percent  (10%) of the total  combined  voting  power of all
classes of stock of the Company or any parent or subsidiary of the Company ("Ten
Percent  Shareholders") shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the Shares on the date the Option is granted.

                  (d) Exercise Period.  Options shall be exercisable  within the
times or upon the events  determined by the Committee as set forth in the Grant;
provided,  however,  that each Option must  become  exercisable  at a rate of at
least twenty percent (20%) per year over five (5) years from the date the Option
is granted;  provided  further,  that no Option shall be  exercisable  after the
expiration  of five (5) years from the date the Option is granted and no ISO and
NQSO  granted to  employees,  officers  or  directors  of the  Company  shall be
exercisable  upon  termination of Optionee's  employment  with the Company;  and
provided  further,  that no ISO  granted to a Ten Percent  Shareholder  shall be
exercisable  after the  expiration of four (4) years from the date the Option is
granted.

                  (e) Limitations on Incentive Stock Options. The aggregate Fair
Market  Value  (determined  as of the time an Option is  granted)  of stock with
respect to which ISOs are  exercisable  for the first time by an Optionee during
any  calendar  year (under this Plan or under any other  incentive  stock option



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plan of the Company or any Parent or Subsidiary of the Company) shall not exceed
One  Hundred  Thousand  Dollars  ($100,000).  To the extent that the Fair Market
Value of stock with respect to which ISOs are  exercisable for the first time by
an Optionee  during any calendar  year exceeds  $100,000,  such Options shall be
treated as NQSOs.  The foregoing shall be applied by taking options into account
in the order in which  they  were  granted.  In the  event  that the Code or the
regulations  promulgated thereunder are amended after the effective date of this
Plan to  provide  for a  different  limit on the  Fair  Market  Value of  Shares
permitted  to be subject to ISOs,  such  different  limit shall be  incorporated
herein and shall apply to any Options  granted after the effective  date of such
amendment.  In the event  Section  162(m) of the Code or any  proposed  or final
regulations  promulgated thereunder are amended after the effective date of this
Plan to  eliminate  the  requirement  of a per  Optionee  limit on the number of
Options which may be granted,  then the restriction in the immediately preceding
sentence shall not apply to any Options granted after the effective date of such
amendment.

                  (f) Options Non-Transferable. Options granted under this Plan,
and any  interest  therein,  shall  not be  transferable  or  assignable  by the
Optionee,  and may not be made  subject  to  execution,  attachment  or  similar
process,  otherwise than by will or by the laws of descent and  distribution and
shall be exercisable during the lifetime of the Optionee only by the Optionee or
any permitted transferee.

                  (g)  Assumed  Options.  In the event the  Company  assumes  an
option  granted by another  company in accordance  with Section 4(b) above,  the
terms and conditions of such Options shall remain unchanged (except the exercise
price and the number and nature of shares issuable upon exercise,  which will be
adjusted  appropriately  pursuant  to Section  424 of the Code and the  Treasury
Regulations  applicable thereto). In the event the Company elects to grant a new
Option rather than assuming an existing option (as specified in Section 4), such
new Option need not be granted at Fair Market Value on the date of grant and may
instead be granted with a similarly adjusted exercise price.

         6.       Exercise of Options.
                  -------------------

                  (a) Notices.  Options may be exercised only by delivery to the
Company of a written  exercise  agreement  in a form  approved by the  Committee
(which  need not be the same for each  Optionee),  stating  the number of Shares
being  purchased,  the  restrictions  imposed on the  Shares,  if any,  and such
representations  and agreements  regarding the Optionee's  investment intent and
access to information,  if any, as may be required by the Company to comply with
applicable  securities laws, together with payment in full of the exercise price
for the number of Shares being purchased.

                  (b)  Payment.  Payment  for the Shares may be made in cash (by
check) or, where approved by the Committee in its sole discretion at the time of
grant and where  permitted by law: (i) by  cancellation  of  indebtedness of the
Company to the  Optionee;  (ii) by  surrender  of shares of Common  Stock of the
Company  already  owned by the  Optionee,  having Fair Market Value equal to the
exercise price of the Option;  (iii) by waiver of compensation due or accrued to
Optionee for services  rendered;  (iv) through delivery of a promissory note for





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the full exercise price bearing  interest at such rate with the note due at such
time,  on a secured or unsecured  basis,  as determined  by the  Committee;  (v)
provided that a public market for the  Company's  stock exists,  through a "same
day sale"  commitment from the Optionee and a broker-dealer  that is a member of
the National Association of Securities Dealers,  Inc. (an "NASD Dealer") whereby
the Optionee  irrevocably elects to exercise the Option and to sell a portion of
the Shares so  purchased  to pay for the  exercise  price and  whereby  the NASD
Dealer  irrevocably  commits upon receipt of such Shares to forward the exercise
price  directly  to the  Company;  (vi)  provided  that a public  market for the
Company's stock exists,  through a "margin"  commitment from the Optionee and an
NASD Dealer whereby the Optionee  irrevocably  elects to exercise the Option and
to pledge  the Shares so  purchased  to the NASD  Dealer in a margin  account as
security  for a loan from the NASD Dealer in the amount of the  exercise  price,
and whereby the NASD Dealer  irrevocably  commits upon receipt of such Shares to
forward the exercise price directly to the Company; (vii) by any combinations of
the  foregoing  or (viii)  any  other  form of legal  consideration  that may be
acceptable to the Board of Directors in its discretion.

                  (c)  Withholding  Taxes.  Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for any
federal or state withholding  obligations of the Company,  if applicable.  Where
approved by the Committee in its sole  discretion,  the Optionee may provide for
payment of withholding  taxes upon exercise of the Option by requesting that the
Company  retain  Shares with a Fair Market Value equal to the minimum  amount of
taxes  required to be withheld.  In such case,  the Company shall issue the next
number of Shares to the  Optionee  by  deduction  the Shares  retained  from the
Shares  exercised.  The Fair Market Value of the Shares to be withheld  shall be
determined on the date that the amount of tax to be withheld is to be determined
in  accordance  with Section 83 of the Code (the "Tax Date").  All  elections by
Optionees to have Shares withheld for this purpose shall be made in writing in a
form  acceptable  to the  Committee  and  shall  be  subject  to  the  following
restrictions:

             (i)      the  election  must be made on or prior to the  applicable
                      Tax Date;

             (ii)     once made,  the election  shall be  irrevocable  as to the
                      particular Shares as to which the election is made;

             (iii)    all   elections   shall  be  subject  to  the  consent  or
                      disapproval of the Committee;

             (iv)     if the  Optionee  is an officer or director of the Company
                      or  other  person  (in  each  case,  an  "Insider")  whose
                      transactions in the Company's  Common Stock are subject to
                      Section 16(b) of the  Securities  Exchange Act of 1934, as
                      amended  (the  "Exchange  Act"),  and  if the  Company  is
                      subject to Section 16(b) of the Exchange Act, the election
                      must be made at least six (6) months prior to the Tax Date
                      and must  otherwise  comply with Rule 16b-3 as promulgated
                      by the Securities and Exchange Commission ("Rule 16b-3").

                  (d)      Limitations  on  Exercise.  Notwithstanding  anything
else to the  contrary  in the Plan or any Grant,  no Option  may be  exercisable
later than the expiration date of the Option.




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         7.  Restrictions  on Shares.  At the discretion of the  Committee,  the
Company may reserve to itself and/or its assignee(s) in the Grant (a) a right of
first  refusal  to  purchase  all  Shares  that  an  Optionee  (or a  subsequent
transferee) may propose to transfer to a third party, and (b) for so long as the
Company's  stock is not publicly  traded,  a right to repurchase a portion of or
all Shares held by an Optionee upon the Optionee's  termination of employment or
service with the Company or its Parent,  Subsidiary  or Affiliate of the Company
for any reason  within a specified  time as  determined  by the Committee at the
time of grant at the higher of (i) the Optionee's  original  purchase  price, or
(ii) the Fair Market Value of such Shares.

         8. Modification  Extension and Renewal of Options.  The Committee shall
have the power to modify,  extend or renew outstanding  Options and to authorize
the grant of new Options in substitution therefor, provided that any such action
may not,  without the written  consent of the Optionee,  impair any rights under
any Option previously granted.  Any outstanding ISO that is modified,  extended,
renewed or otherwise  altered shall be treated in accordance with Section 424(h)
of the Code. The Committee  shall have the power to reduce the exercise price of
outstanding options;  provided,  however,  that the exercise price per share may
not be reduced below the minimum  exercise  price that would be permitted  under
Section 5(c) of this Plan for options granted on the date the action is taken to
reduce the exercise price.

         9.  Privileges of Stock  Ownership.  No Optionee  shall have any of the
rights of a  shareholder  with respect to any Shares  subject to an Option until
such Option is properly exercised.  No adjustment shall be made for dividends or
distributions  or other  rights for which the record date is prior to such date,
except as provided in this Plan.

         10. No Obligation to Employ; No Right to Future Grants. Nothing in this
Plan or any Option  granted  under this Plan shall  confer on any  Optionee  any
right (a) to continue in the employ of, or other  relationship with, the Company
or any Parent or  Subsidiary of the Company or limit in any way the right of the
Company or any Parent,  Subsidiary  or Affiliate of the Company to terminate the
Optionee's  employment or other relationship at any time, with or without cause,
or (b) to have any Option(s)  granted to such  Optionee  under this Plan, or any
other plan, or to acquire any other securities of the Company, in the future.

         11.  Adjustment  of  Option  Shares.  In the event  that the  number of
outstanding  shares  of  Common  Stock  of the  Company  is  changed  by a stock
dividend,  stock split,  reverse stock split,  combination,  reclassification or
similar change in the capital structure of the Company without consideration, or
if a substantial  portion of the assets of the Company are distributed,  without
consideration in a spin-off or similar  transaction,  to the shareholders of the
Company, the number of Shares available under this Plan and the number of Shares
subject to outstanding  Options and the exercise price per share of such Options
shall be proportionately  adjusted,  subject to any required action by the Board
or shareholders of the Company and compliance with applicable  securities  laws;
provided,  however, that a fractional share shall not be issued upon exercise of
any Option and any fractions of a Share that would have resulted shall either be
cashed  out at Fair  Market  Value or the  number of Shares  issuable  under the
Option shall be rounded down to the nearest whole  number,  as determined by the
Committee; and provided further that the exercise price may not be  decreased to
below the par value, if any, for the Shares.



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         12.      Assumption of Options by Successors.
                  (a) In the event of (i) a merger or consolidation in which the
Company is not the surviving  corporation  (other than a merger or consolidation
with a wholly-owned  subsidiary or where there is no  substantial  change in the
shareholders  of the  corporation  and the Options  granted  under this Plan are
assumed by the successor corporation),  or (ii) the sale of all or substantially
all of the  assets  of the  Company,  any or all  outstanding  Options  shall be
assumed by the successor  corporation,  which assumption shall be binding on all
Optionees.   An  equivalent  option  shall  be  substituted  by  such  successor
corporation or the successor  corporation  shall provide  substantially  similar
consideration  to Optionees as was provided to  shareholders  (after taking into
account the existing  provisions of the Optionees'  options such as the exercise
price and the vesting schedule),  and, in the case of outstanding shares subject
to a repurchase  option,  issue  substantially  similar shares or other property
subject to repurchase restrictions no less favorable to the Optionee.

                  (b) In the event such successor  corporation,  if any, refuses
to assume or substitute,  as provided  above,  pursuant to an event described in
subsection  (a) above,  or in the event of a dissolution  or  liquidation of the
Company,  the Options  shall,  notwithstanding  any contrary terms in the Grant,
expire on a date  specified in a written  notice  given by the  Committee to the
Optionees  specifying the terms and conditions of such  termination  (which date
shall be at least  twenty  (20) days  after  the  Committee  gives  the  written
notice).

         13. Adoption and Shareholder Approval. This Plan shall become effective
on the date that it is adopted by the Board of  Directors  of the  Company  (the
"Board"). This Plan shall be approved by the shareholders of the Company, in any
manner  permitted by applicable  corporate law, within twelve (12) months before
or after the date this  Plan is  adopted  by the  Board.  Thereafter,  after the
Company  becomes  subject to Section 16(b) of the Exchange Act, the Company will
comply with the  requirements  of Rule 16b-3 (or its successor)  with respect to
shareholder approval.

         14.  Administration.  This Plan may be administered by the Board or the
Committee  appointed by the Board (the  "Committee").  If, at any time after the
Company  registers  under  the  Exchange  Act,  all of  the  directors  are  not
Disinterested  Persons,  the Board shall  appoint a Committee  consisting of not
less than two directors, each of whom is a Disinterested Person and at all times
during which the Company is  registered  under the Exchange  Act, the  Committee
shall be comprised of Disinterested Persons. As used in this Plan, references to
the  "Committee"  shall mean either such  Committee or the Board if no committee
has  been  established.  The  interpretation  by  the  Committee  of  any of the
provisions of this Plan,  any related  agreements,  or any Option  granted under
this Plan shall be final and binding upon the Company and all persons  having an
interest in any Option or any Shares purchased pursuant to an Option.

         15.  Term of Plan.  Options  may be granted  pursuant to this Plan from
time to time on or prior to January 1, 2010, a date which is less than ten years
after  the  earlier  of the date of  approval  of this  Plan by the Board or the
shareholders of the Company pursuant to Section 13 of this Plan.



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         16.  Amendment or  Termination  of Plan. The Board or Committee may, at
any time,  amend,  alter,  suspend or  discontinue  the Plan,  but no amendment,
alteration,  suspension or discontinuation  shall be made which would impair the
rights of any Optionee under any Option theretofore granted,  without his or her
consent,  or which,  without  the  approval of the  shareholders  of the Company
would:

     (a)      except as provided in Section 11 of the Plan,  increase  the total
              number of Shares reserved for the purposes of the Plan;

     (b)      extend the duration of the Plan;

     (c)      extend the period  during and over which  Options may be exercised
              under the Plan; or

    (d)       change the class of persons  eligible to receive  Options  granted
              hereunder  (except as may be required to comport  with  changes in
              the Code, ERISA or regulations promulgated thereunder).

         Without limiting the foregoing,  the Board or Committee may at any time
or from time to time  authorize the Company,  with the consent of the respective
Optionees,  to issue new Options in exchange for the surrender and  cancellation
of any or all outstanding Options.

         17.      Certain Definitions. As used in this Plan, the following terms
shall have the following meanings:

                  (a) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if, at the time of the
granting of the Option,  each of the  corporations  other than the Company  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.

                  (b)  "Subsidiary"   means  any  corporation  (other  than  the
Company) in an unbroken chain of corporations  beginning with the Company if, at
the time of the granting of the Option,  each of the corporations other than the
last corporation in the unbroken chain owns stock processing 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.

                  (c)  "Affiliate"  means  any  corporation  that  directly,  or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under common control with, another  corporation,  where "control"  (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect,  of the power to cause the direction of the  management  and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.





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                  (d)  "Disinterested  Persons" shall have the meaning set forth
in Rule  16b-3(c)(2) as  promulgated  by the Securities and Exchange  Commission
under  Section  16(b) of the Exchange  Act, as such rule is amended from time to
time and as interpreted by the Securities and Exchange Commission.

                  (e) "Fair  Market  Value"  shall mean the fair market value of
the Shares as determined by the Committee from time to time in good faith.  If a
public market exists for the Shares,  the Fair Market Value shall be the average
of the last reported bid and asked prices for Common Stock of the Company on the
last trading day prior to the date of determination  or, in the event the Common
Stock of the  Company  is listed  on a stock  exchange  or is a NASDAQ  National
Market  security,  the Fair  Market  Value  shall be the  closing  price on such
exchange  or  quotation  system  on the last  trading  day  prior to the date of
determination.

         18.  Applicable  Law and  Regulations.  The  obligations of the Company
under this Plan are subject to the approval of state and federal  authorities or
agencies with jurisdiction over the subject matter hereof. The Company shall not
be  obligated  to issue or deliver  shares  under this Plan if such  issuance or
delivery would violate applicable state or federal securities laws.



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                                    EXHIBIT A
                               STOCK OPTION GRANT

Optionee:

Address:



Total Shares Subject to Option:

Exercise Price Per Share:

Date of Grant:

Expiration Date of Option:

Type of Stock Option:              Incentive:
                                  Nonqualified:

         1. Grant of Option.  McGlen Micro, Inc. (the "Company"),  hereby grants
to the optionee named above  ("Optionee")  an option (this "Option") to purchase
the total number of shares of Common Stock  ("Common  Stock") of the Company set
forth above (the  "Shares")  at the  exercise  price per share set for the above
(the "Exercise Price"), subject to all of the terms and conditions of this Grant
and the  Company's  1999 Stock Option  Plan,  as amended to the date hereof (the
"Plan").  If  designated  as an  Incentive  Stock  Option  above this  Option is
intended to qualify as an "incentive stock option" ("ISO") within the meaning of
Section 422 of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code").
Unless otherwise  defined herein,  capitalized  terms used herein shall have the
meanings ascribed to them in the Plan.

         2. Exercise Period of Option.  The Optionee has option rights hereunder
to purchase a total of Shares  which shall  become  exercisable  during the time
periods as set forth in this Section 2. [On and after the first  anniversary  of
the date of grant (the "First Anniversary"), this Option may be exercised by the
Optionee  for the  purchase of  one-fourth  (1/4) of the Shares  covered by this
Option ( Shares),  or any portion thereof. On or after the last day of each full
year  following  the First  Anniversary  this  Option  may be  exercised  by the
Optionee  for the  purchasee  of an  additional  one-fourth  (1/4) of the Shares
covered by this  Option ( Shares),  or any portion  thereof.]  (To be revised in
accordance with the Company's determined vesing schedule) Once a portion of this
Option  becomes  exercisable  it shall remain  exercisable  until the Expiration
Date,  or  until it  terminates  pursuant  to the  terms of  Section  4  hereof,
whichever is first to occur.  The minimum number of Shares that may be purchased
upon any partial  exercise of the Option is one hundred (100)  shares,  and (ii)




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this  Option  shall  expire on the  Expiration  Date set forth above and must be
exercised, if at all, on or before the Expiration Date. The portion of Shares as
to which an Option is  exercisable  in accordance  with the above schedule as of
the applicable dates shall be deemed "Vested Options."

         3.  Restriction  on Exercise.  This Option may not be exercised  unless
such exercise is in compliance with the Securities Act of 1933, as amended,  and
all  applicable  state  securities  laws,  as they are in  effect on the date of
exercise,  and the requirements of any stock exchange or over the counter market
on which  the  Company's  Common  Stock  may be  listed or quoted at the time of
exercise.  Optionee  understands  that the  Company  is under no  obligation  to
register,  qualify or list Shares with the Securities  and Exchange  Commission,
any state securities commission or any stock exchange to effect such compliance.

         4.  Termination of Option.  Except as provided below in this Section 4,
this Option shall  terminate  and may not be exercised if Optionee  ceases to be
employed by, or provide  services to, the Company or by any Parent or Subsidiary
of the Company (or, in the case of a  nonqualified  stock  option,  by or to any
Affiliate of the  Company).  Optionee  shall be considered to be employed by the
Company  for all  purposes  under  this  Section 4 if  Optionee  is an  officer,
director or  full-time  employee of the  Company or any  Parent,  Subsidiary  or
Affiliate  of the  Company  or if the  Committee  determines  that  Optionee  is
rendering substantial services as a part-time employee,  consultant,  contractor
or advisor to the Company or any Parent, Subsidiary or Affiliate of the Company.
The Committee shall have discretion to determine  whether Optionee has ceased to
be employed by the Company or any Parent, Subsidiary or Affiliate of the Company
and the effective date on which such  employment  terminated  (the  "Termination
Date").

         5.  Termination  Generally.  If  Optionee  ceases to be employed by the
Company  and all  Parents,  Subsidiaries  or  Affiliates  of the Company for any
reason except death or disability,  the Vested Options,  to the extent (and only
to the extent) exercisable by Optionee on the Termination Date, may be exercised
by  Optionee,  but only  within  thirty  (30) days after the  Termination  Date;
provided that this Option may not be exercised in any event after the Expiration
Date.

         6. Death of Disability.  If Optionee's  employment with the Company and
all Parents, Subsidiaries and Affiliates of the Company is terminated because of
the death of  Optionee  or the  disability  of  Optionee  within the  meaning of
Section 22(e)(3) of the Code, the Vested Options, to the extent (and only to the
extent)  exercisable  by Optionee on the  Termination  Date, may be exercised by
Optionee  (or  Optionee's  legal  representative),  but only within  twelve (12)
months  after  the  Termination  Date;  provided  that  this  Option  may not be
exercised in any event later than the Expiration Date.

         7. No Right of  Employment.  Nothing  in the Plan or this  Grant  shall
confer on Optionee any right to continue in the employ of, or other relationship
with,  the Company or any Parent,  Subsidiary,  or  Affiliate  of the Company to
terminate  Optionee's  employment  or other  relationship  at any time,  with or
without cause.





<PAGE>


         8.       Manner of Exercise.
                  ------------------


                  (a) Exercise  Agreement.  This Option shall be  exercisable by
delivery to the Company of an executed  written Stock Option Exercise  Agreement
in the form  attached  hereto as  Exhibit " 1", or in such  other form as may be
approved by the Company,  which shall set forth Optionee's  election to exercise
some  or all  of  this  Option,  the  number  of  Shares  being  purchased,  any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable securities laws.

                  (b) Exercise Price. The Stock Option Exercise  Agreement shall
be accompanied by full payment of the Exercise Price for Shares being purchased.
Payment for the Shares may be made in cash (by check),  or,  where  permitted by
law, by any of the  following  methods  approved by the Committee at the date of
grant of this Option, or any combinations thereof.

                           (i)      by   cancellation  of  indebtedness  of  the
                                    Company to the Optionee;

                           (ii)     by  surrender  of shares of Common  Stock of
                                    the Company  already  owned by the Optionee,
                                    or which were  obtained  by  Optionee in the
                                    open  public  market,  having a Fair  Market
                                    Value  equal  to the  exercise  price of the
                                    Option;

                           (iii)    by waiver of compensation  due or accrued to
                                    Optionee for services rendered;

                           (iv)     by  delivery  of a  promissory  note  in the
                                    amount of $ with terms as  determined by the
                                    Committee;

                           (v)      provided   that  a  public  market  for  the
                                    Company's stock exists,  through a "same day
                                    sale"  commitment  from the  Optionee  and a
                                    broker  dealer  that  is  a  member  of  the
                                    National  Association of Securities Dealers,
                                    Inc. (an "NASD Dealer") whereby the Optionee
                                    irrevocably  elects  to  exercise  price and
                                    whereby the NASD Dealer irrevocably  commits
                                    upon  receipt of such  Shares to forward the
                                    exercise price directly to the Company; or

                           (vi)     provided   that  a  public  market  for  the
                                    Company's  stock exists,  through a "margin"
                                    commitment  from Optionee and an NASD Dealer
                                    whereby  Optionee   irrevocably   elects  to
                                    exercise this option and to pledge Shares so
                                    purchased  to the  NASD  Dealer  in a margin
                                    account as security for a loan from the NASD
                                    Dealer in the amount of the exercise  price,
                                    and  whereby  the  NASD  Dealer  irrevocably
                                    commits  upon  receipt  of  such  Shares  to
                                    forward the exercise  price  directly to the
                                    Company.

         9. Withholding Taxes. Prior to the issuance of Shares upon exercises of
this Option,  Optionee  must pay or make adequate  provision for any  applicable
federal or state  withholding  obligations of the Company.  Optionee may provide
for payment of Optionee's withholding  obligations of the Company.  Optionee may
provide for  payment of  Optionee's  minimum  statutory  withholding  taxes upon
exercise of the Option by requesting  that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes  required to be withheld,  all





<PAGE>


as set forth in Section 6(c) of the Plan. In such case,  the Company shall issue
the net number of Shares to Optionee by deducting  Shares  retained  from Shares
exercised.

         10.      Issuance of Shares.  Provided that such Stock Option  Exercise
Agreement and payment are in form and substance  satisfactory to counsel for the
Company,  the Company shall cause Shares to be issued in the name of Optionee or
Optionee's legal representative.

         11.      Notice of  Disqualifying  Disposition  of ISO  Shares.  If the
Option granted to Optionee  herein is an ISO, and if Optionee sells or otherwise
disposes  of any Shares  acquired  pursuant to the ISO on or before the later of
(1) the date two years  after the Date of Grant,  or (2) the date one year after
exercise of the ISO with respect to Shares to be sold or disposed  of,  Optionee
shall immediately  notify the Company in writing of such  disposition.  Optionee
acknowledges  and agrees that Optionee may be subject to income tax  withholding
by the Company on the compensation  income  recognized by Optionee from any such
early  disposition  by  payment  in cash or out of the  current  wages  or other
earnings payable to Optionee.

         12.      Nontransferability   of  Option.   This   Option  may  not  be
transferred  in any  manner  other  than  by will  or by  laws  of  descent  and
distribution  and may be  exercised  during the  lifetime  of  Optionee  only by
Optionee or any permitted transferee.  The terms of this Option shall be binding
upon the executors, administrators, successors and assigns of Optionee.

         13.      Restrictions on Shares. The Company reserves to itself (a) the
right of first  refusal to purchase  all Shares that  Optionee  (or a subsequent
transferee)  may propose to transfer to a third party  and/or (b) for so long as
the Company's stock is not publicly traded,  the right to repurchase  within one
year of Optionee's  termination of employment or service with the Company or its
Parent,  Subsidiary or Affiliate of the Company, a portion of or all Shares held
by an Optionee at the higher of (i) Optionee's  original purchase price, or (ii)
the Fair Market Value of such Shares.

         14.      Federal Tax  Consequences.  Set forth below is a brief summary
as of the date this form of Option  Grant was adopted of some of the federal tax
consequences of exercise of this Option and disposition of Shares.  THIS SUMMARY
IS  NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND  REGULATIONS  ARE  SUBJECT TO
CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING THIS OPTION OR
DISPOSING OF SHARES.

         15.      Exercise  of ISO. If this Option  qualifies  as an ISO,  there
will be no  regular  federal  income tax  liability  upon the  exercise  of this
Option,  although the excess, if any, of the Fair Market Value of such Shares on
the date of exercise over the Exercise Price will be treated as an adjustment to
alternative  minimum  taxable  income for federal  income tax  purposes  and may
subject  Optionee  to an  alternative  minimum  tax  liability  in the  year  of
exercise.

         16.      Exercise of Nonqualified Stock Option. If this Option does not
qualify as an ISO, there may be a regular  federal income tax liability upon the
exercise of the Option. Optionee will be treated as having received compensation
income  (taxable at ordinary  income tax rates) equal to the excess,  if any, of
the Fair Market Value of Shares on the date of exercise over the Exercise Price.




<PAGE>



The Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing  authorities an amount equal to a
percentage of this compensation income at the time of exercise.

         17.      Disposition  of Shares.  In the case of a  nonqualified  stock
option, if Shares are held for at least one year before disposition, any gain on
disposition of Shares will be treated as long-term  capital gain for federal and
California income tax purposes. In the case of an ISO, if Shares are held for at
least one year after the date of exercise  and at least two years after the Date
of Grant,  any gain on  disposition  of such Shares will be treated as long-term
capital gain for federal and California income tax purposes.  If Shares acquired
pursuant to an ISO are disposed of within such  one-year or two-year  periods (a
"disqualifying  disposition"),  gain on such  disqualifying  disposition will be
treated as compensation  income (taxable at ordinary income rates) to the extent
of the excess,  if any,  of the Fair Market  Value of such Shares on the date of
exercise  over the  Exercise  Price  (the  "Spread").  Any gain in excess of the
Spread shall be treated as capital gain.

         18.      Interpretation.  Any dispute  regarding the  interpretation of
this Grant shall be submitted by Optionee or the Company to the Company's  Board
of  Directors  or the  Committee,  which shall  review such  dispute at its next
regular  meeting.  The  resolution  of such a dispute by the Board or  Committee
shall be final and binding on the Company and on Optionee.

         19.      Entire  Agreement.  The Plan  and the  Stock  Option  Exercise
Agreement  attached  hereto  as  Exhibit  "1" are  incorporated  herein  by this
reference.  This  Grant,  the  Plan  and the  Stock  Option  Exercise  Agreement
constitute  the entire  agreement of the parties  hereto and supersede all prior
undertakings and agreements with respect to the subject matter hereof.

                                                     By:

                                                     Name:

                                                     Title:






<PAGE>



                                   ACCEPTANCE

         Optionee hereby acknowledges receipt of a copy of the Plan,  represents
that Optionee has read and  understands  the terms and provisions  thereof,  and
accepts this Option subject to all the terms and conditions of the Plan and this
Stock  Option  Grant.  Optionee  acknowledges  that  there  may be  adverse  tax
consequences  upon exercise of this Option or disposition of the Shares and that
Optionee should consult a tax adviser prior to such exercise or disposition.

OPTIONEE

Signature

Print Name

Date


<PAGE>



                                   EXHIBIT "1"

                              TO STOCK OPTION GRANT
                         STOCK OPTION EXERCISE AGREEMENT

         This Agreement is made this ___________ day of _________ between McGlen
Micro, Inc. (the "Company"), and Optionee named below ("Optionee").

Optionee:
Social Security Number:
Address:



Number of Shares Purchased:
Price Per Share:
Aggregate Purchase Price:
Date of Option Grant:
Type of Stock Option:                  Incentive:
                                       Nonqualified:

         1.       Optionee hereby delivers to the Company the Aggregate Purchase
Price,  to the extent  permitted in the Option  Grant,  as follows  [complete as
applicable]:



    (a)           cash  (check)  in the  amount  of $___ ,  receipt  of which is
acknowledged by the Company;

    (b)           by  cancellation  of indebtedness  in the  amount  of $ of the
Company to Optionee;

    (c)           by delivery of fully-paid, nonassessable  and vested shares of
the Common  Stock of the Company  owned by Optionee  and owned free and clear of
all liens,  claims,  encumbrances or security  interests,  valued at the current
fair market value of $ per share (determined in accordance with the Plan);

    (d)           by  the waiver  hereby  of  compensation  due or  accrued  for
services rendered in the amount of $ ;


    (e)           by  delivery  of all of the  proceeds  of a loan  from a third
party in the amount of $ , which loan is guaranteed by the Company;


    (f)           by delivery of a "same day sale"  commitment from Optionee and
a broker  dealer  that is a member of the  National  Association  of  Securities
Dealers, Inc. (an "NASD Dealer") whereby Optionee irrevocably elects to exercise



<PAGE>


the  Option  and to sell a portion  of the  Shares so  purchased  to pay for the
exercise price of $ And whereby the NASD Dealer irrevocably commits upon receipt
of such  Shares to forward the  exercise  price  directly  to the Company  (this
payment  method  may be used only if a public  market  for the  Company's  stock
exists); and

                  (g) by delivery of a "margin"  commitment from Optionee and an
NASD Dealer whereby Optionee  irrevocably  elects to exercise this Option and to
pledge  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 of $ directly to the Company  (this  payment  method may be used
only if a public market for the Company's stock exists).

         2.       The Company and Optionee hereby agree as follows:

                  (a)  Purchase of the  Shares.  On this date and subject to the
terms and  conditions of this  Agreement,  Optionee  hereby  exercises the Stock
Option  Grant  between the Company and  Optionee  dated as of the Date of Option
Grant set forth  above  (the  "Grant"),  with  respect  to the  Number of Shares
Purchased  set forth above of the  Company's  Common Stock (the  "Shares") at an
aggregate  purchase price equal to the Aggregate  Purchase Price set forth above
(the  "Purchase  Price") and the Price per Share set forth above (the  "Purchase
Price Per Share").  The term "Shares" refers to the Shares  purchased under this
Agreement and includes all securities received (a) in replacement of the Shares,
and (b) as a result of stock splits in respect of the Shares.  Capitalized terms
used herein that are not defined herein have the definitions ascribed to them in
the Plan or the Grant.

                  (b)      Representations of Purchaser. Optionee represents and
warrants to the Company that:

                           (i)      Optionee has received,  read and  understood
the Plan and the  Grant and  agrees to abide by and be bound by their  terms and
conditions.

                           (ii)     Optionee is capable of evaluating the merits
and  risks  of this  investment,  has the  ability  to  protect  Optionee's  own
interests in this transaction and is financially capable of bearing a total loss
of this investment.

                           (iii)    Optionee  is fully  aware of (i) the  highly
speculative  nature of the investment in the Shares;  (ii) the financial hazards
involved;  and (iii) the lack of liquidity of the Shares and the restrictions on
transferability  of the Shares  (e.g.,  that Optionee may not be able to sell or
dispose of the Shares or use them as collateral for loans).

                           (iv)     Optionee has no present intention of selling
or otherwise disposing of all or any portion of the Shares.

         3.       Compliance  with  Securities  Laws.  Optionee  understands and
acknowledges  that the Shares  have not been  registered  under the 1933 Act and




<PAGE>


that,  notwithstanding  any other  provision of the Grant to the  contrary,  the
exercise of any rights to purchase any Shares is expressly  conditioned upon the
compliance with the 1933 Act and all applicable state securities laws.  Optionee
agrees to cooperate  with the Company to ensure  compliance  with such laws. The
Shares are being  issued  under the 1933 Act pursuant to [the Company will check
the applicable box]:

                  (a)      the exemption provided by Rule 701;

                  (b)      the exemption provided by Rule 504;

                  (c)      Section 4(2) of the 1933 Act;

                  (d)      Other:                                              .
                                  ---------------------------------------------

         4. Federal  Restrictions  on Transfer.  Optionee  understands  that the
Shares must be held  indefinitely  unless they are registered under the 1933 Act
or  unless  an  exemption  from  such  registration  is  available  and that the
certificate(s)  representing  the  Shares  will  bear a legend  to that  effect.
Optionee  understands  that the Company is under no  obligation  to register the
Shares, and that an exemption may not be available or may not permit Optionee to
transfer the Shares in the amounts or at the times proposed by Optionee.

         5. Rule 144.  Optionee has been advised that Rule 144 promulgated under
the 1933 Act, which permits certain resales or unregistered  securities,  is not
presently available with respect to the Shares and, in any event,  requires that
a minimum of one (1) year elapses between the date of acquisition of Shares from
the Company or an affiliate of the Company and any resale under Rule 144.  Prior
to an initial public  offering of the Company's  Stock,  "nonaffiliates"  (i.e.,
persons other than officers,  directors,  and major shareholders of the Company)
may resell  only under Rule  144(k),  which  requires  that a minimum of two (2)
years elapse  between the date of  acquisition of the Shares from the Company or
an affiliate of the Company and any resale under Rule 144(k). Rule 144(k) is not
available to affiliates.

         6. Rule 701. If the exemption relied upon for exercise of the Shares is
Rule 701,  the  Shares  will  become  freely  transferable,  subject  to limited
conditions regarding the method of sale, by nonaffiliates ninety (90) days after
the first sale of common stock of the Company to the general public  pursuant to
a registration statement filed with and declared effective by the Securities and
Exchange  Commission  (the  "SEC"),  subject to any  lengthier  market  standoff
agreement  contained in this  Agreement or entered into by Optionee.  Affiliates
must comply with the provisions (other than the holding period  requirements) of
Rule 144.

         7.  State Law  Restrictions  on  Transfer.  Optionee  understands  that
transfer of the Shares may be restricted by applicable  state  securities  laws,
and that the certificate(s) representing the Shares may bear a legend or legends
to that effect.

         8.  Market  Standoff  Agreement. Optionee agrees in connection with any
registration of the Company's  securities  that, upon the request of the Company




<PAGE>


or the  underwriters  managing any public offering of the Company's  securities,
Optionee will not sell or otherwise  dispose of any of the Shares  without prior
written consent of the Company or such  underwriters,  as the case may be, for a
period of time (not to exceed one hundred  eighty (180) days) from the effective
date of such  registration  as the Company or the  underwriters  may specify for
employee shareholders generally.

         9.       Legends.    Optionee   understands   and   agrees   that   the
certificate(s)  representing the Shares will bear a legend in substantially  the
following forms, in addition to any other legends required by applicable law:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES  ACT'),  AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE
TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  UNLESS AND UNTIL  REGISTERED  UNDER THE
SECURITIES ACT OR, IN THE OPINION OF COUNSEL,  PREPARED AT ISSUER'S  REQUEST AND
EXPENSE,  IN FORM AND SUBSTANCE  SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH  OFFER,  SALE  OR  TRANSFER,  PLEDGE  OR  HYPOTHECATION  IS  IN  COMPLIANCE
THEREWITH"

         10.      Stop-Transfer  Notices.  Optionee understands and agrees that,
in order or ensure  compliance  with the  restrictions  referred to herein,  the
Company may issue  appropriate  "stop-  transfer"  instructions to its agent, if
any,  and  that,  if the  Company  transfers  its own  securities,  it may  make
appropriate notations to the same effect in its own records.

         11.      Tax  Consequences.  OPTIONEE  UNDERSTANDS  THAT  OPTIONEE  MAY
SUFFER  ADVERSE  TAX  CONSEQUENCES  AS  A  RESULT  OF  OPTIONEE'S   PURCHASE  OR
DISPOSITION OF THE SHARES.  OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH
ANY TAX  CONSULTANT(S)  OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE
OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.

         12.      Repurchase  Options.  The  Company  reserves to itself (a) the
right of first  refusal to purchase  all Shares that  Optionee  (or a subsequent
transferee)  may propose to transfer to a third party  and/or (b) for so long as
the Company's stock is not publicly traded,  the right to repurchase  within one
year of Optionee's  termination of employment or service with the Company or its
Parent,  Subsidiary  or  Affiliate  of the  Company,  a portion of or all of the
Shares  held by an Optionee at the higher of (i)  Optionee's  original  purchase
price, or (ii) the Fair Market Value of the Shares.




<PAGE>



         13.      Entire  Agreement. The Plan and the  Grant  are  incorporated
herein by  reference.  This  Agreement,  the Plan and the Grant  constitute  the
entire  agreement  of the  parties and  supersede  in their  entirely  all prior
undertakings  and  agreements  of the Company and  Optionee  with respect to the
subject matter  hereof,  and are governed by California law except for that body
of law pertaining to conflict of laws.

                                                              OPTIONEE:

                                                              By:
                                                              Name: