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EXHIBIT 10.1

2002 EQUITY INCENTIVE PLAN
(AMENDMENT AND RESTATEMENT OF 1992 STOCK OPTION PLAN)


                                  PREVIO, INC.

                             1992 STOCK OPTION PLAN

                             Adopted March 13, 1992
                     As Amended by the Board of Directors on
             January 18, 1996, January 22, 1999 and October 25, 2001

1.       PURPOSES.

(a)      The purpose of the Plan is to provide a means by which selected
         Employees and Directors of and Consultants to the Company, and its
         Affiliates, may be given an opportunity to purchase stock of the
         Company.

(b)      The Company, by means of the Plan, seeks to retain the services of
         persons who are now Employees or Directors of or Consultants to the
         Company, to secure and retain the services of new Employees, Directors
         and Consultants, and to provide incentives for such persons to exert
         maximum efforts for the success of the Company.

(c)      The Company intends that the Options issued under the Plan shall, in
         the discretion of the Board or any Committee to which responsibility
         for administration of the Plan has been delegated pursuant to
         subsection 3(c), be either Incentive Stock Options or Nonstatutory
         Stock Options. All Options shall be separately designated Incentive
         Stock Options or Nonstatutory Stock Options at the time of grant, and
         in such form as issued pursuant to section 6, and a separate
         certificate or certificates will be issued for shares purchased on
         exercise of each type of Option.

2.       DEFINITIONS.

(a)      "AFFILIATE" means any parent corporation or subsidiary corporation,
         whether now or hereafter existing, as those terms are defined in
         Sections 424(e) and (f) respectively, of the Code.

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

(c)      "CODE" means the Internal Revenue Code of 1986, as amended.

(d)      "COMMITTEE" means a Committee appointed by the Board in accordance with
         subsection 3(c) of the Plan.

(e)      "COMPANY" means Previo, Inc., a Delaware corporation.

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

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(g)      "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means the
         employment or relationship as a Director or Consultant is not
         interrupted or terminated by the Company or any Affiliate. The Board,
         in its sole discretion, may determine whether Continuous Status as an
         Employee, Director or Consultant shall be considered interrupted in the
         case of: (i) any leave of absence approved by the Board, including sick
         leave, military leave, or any other personal leave; provided, however,
         that for purposes of Incentive Stock Options, any such leave may not
         exceed ninety (90) days, unless reemployment upon the expiration of
         such leave is guaranteed by contract (including certain Company
         policies) or statute; or (ii) transfers between locations of the
         Company or between the Company, Affiliates or its successors. The term
         of each Option may be extended at the discretion of the Board (but not
         beyond ten (10) years from the date of original grant) for the period
         of any such approved leave of absence.

(h)      "COVERED EMPLOYEE" means the Chief Executive Officer and the four (4)
         other highest compensated officers of the Company.

(i)      "DIRECTOR" means a member of the Board.

(j)      "DISABILITY" means total and permanent disability as defined in Section
         22(e)(3) of the Code.

(k)      "DISINTERESTED PERSON" means a Director: (i) who was not during the one
         year prior to service as an administrator of the Plan granted or
         awarded equity securities pursuant to the Plan or any other plan of the
         Company or any of its affiliates, entitling the participants therein to
         acquire equity securities of the Company or any of its affiliates
         except as permitted by Rule 16b-3(c)(2)(i); or (ii) who is otherwise
         considered to be a "disinterested person" in accordance with Rule
         16b-3(c)(2)(i), or any other applicable rules, regulations or
         interpretations of the Securities and Exchange Commission.

(l)      "EMPLOYEE" means any person, including Officers and Directors, employed
         by the Company or any Affiliate of the Company. Neither service as a
         Director nor payment of a director's fee by the Company shall be
         sufficient to constitute "employment" by the Company.

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

(n)      "FAIR MARKET VALUE" means, as of any date, the value of the common
         stock of the Company determined as follows:

(1)      If the common stock of the Company is listed on any established stock
         exchange or traded on a national market system, including without
         limitation the Nasdaq National Market or the Nasdaq SmallCap Market,
         the Fair Market Value of a share of the Company's common stock shall be
         the closing sales price for such stock (or the closing bid, if no sales
         were reported) as quoted on such exchange or market (or the exchange or
         market with the greatest volume of trading in the Company's common
         stock) on the last market trading day prior to the day of
         determination, as reported in THE WALL STREET JOURNAL or such other
         source as the Board deems reliable.

(2)      In the absence of such markets for the Company's common stock, the Fair
         Market Value shall be determined in good faith by the Board.

(o)      "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
         incentive stock option within the meaning of Section 422 of the Code
         and the regulations promulgated thereunder.

(p)      "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
         an Incentive Stock Option.

(q)      "OFFICER" means a person who is an officer of the Company within the
         meaning of Section 16 of the Exchange Act and the rules and regulations
         promulgated thereunder.

(r)      "OPTION" means a stock option granted pursuant to the Plan.



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(s)      "OPTION AGREEMENT" means a written agreement between the Company and an
         Optionee evidencing the terms and conditions of an individual Option
         grant. The Option Agreement is subject to the terms and conditions of
         the Plan.

(t)      "OPTIONED STOCK" means the common stock of the Company subject to an
         Option.

(u)      "OPTIONEE" means an Employee, Director or Consultant who holds an
         outstanding Option.

(v)      "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
         employee of the Company or an "AFFILIATED CORPORATION" (as defined in
         the Treasury regulations promulgated under Section 162(m) of the Code),
         is not a former employee of the Company of an affiliated corporation
         receiving compensation for prior services (other than benefits under a
         tax qualified pension plan), as not an officer of the Company or an
         affiliated corporation at any time, and is not currently receiving
         direct or indirect remuneration in any capacity other than as a
         Director, or (ii) is otherwise considered an "OUTSIDE DIRECTOR" for
         purposes of Section 162(m) of the Code.

(w)      "PLAN" means this 1992 Stock Option Plan.

(x)      "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to
         Rule 16b-3, as in effect when discretion is being exercised with
         respect to the Plan.

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

3.       ADMINISTRATION.

(a)      The Plan shall be administered by the Board unless and until the Board
         delegates administration to a Committee, as provided in subsection
         3(c).

(b)      The Board shall have the power, subject to, and within the limitations
         of, the express provisions of the Plan:

(1)      To determine from time to time which of the persons eligible under the
         Plan shall be granted Options; when and how the Option shall be
         granted; whether the Option will be an Incentive Stock Option or a
         Nonstatutory Stock Option; the provisions of each Option granted (which
         need not be identical), including the time or times such Option may be
         exercised in whole or in part; and the number of shares for which an
         Option shall be granted to each such person.

(2)      To construe and interpret the Plan and Options granted under it, and to
         establish, amend and revoke rules and regulations for its
         administration. The Board, in the exercise of this power, may correct
         any defect, omission or inconsistency in the Plan or in any Option
         Agreement, in a manner and to the extent it shall deem necessary or
         expedient to make the Plan fully effective.

(3)      To amend the Plan as provided in Section 11.

(4)      Generally, to exercise such powers and to perform such acts as the
         Board deems necessary or expedient to promote the best interests of the
         Company.

(c)      The Board may delegate administration of the Plan to one or more
         committees composed of not fewer than two (2) members (a "Committee"),
         all of the members of which Committee shall be Disinterested Persons
         and may also be, in the discretion of the Board, Outside Directors. If
         administration is delegated to a Committee, such Committee shall have,
         in connection with the administration of the Plan, the powers
         theretofore possessed by the Board (and references in this Plan to the
         Board shall thereafter be to such Committee), subject, however, to such
         resolutions, not inconsistent with the provisions of the Plan, as may

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         be adopted from time to time by the Board. The Board may abolish such
         Committee at any time and revest in the Board the administration of the
         Plan. Notwithstanding anything in this Section 3 to the contrary, the
         Board or the Committee may delegate to a committee of one or more
         members of the Board the authority to grant Options to eligible persons
         who (1) are not then subject to Section 16 of the Exchange Act and/or
         (2) are either (i) not then Covered Employees and are not expected to
         be Covered Employees at the time of recognition of income resulting
         from such Option, or (ii) not persons with respect to whom the Company
         wishes to comply with Section 162 (m) of the Code.

(d)      Any requirement that an administrator of the Plan be a Disinterested
         Person shall not apply (i) prior to the date of the first registration
         of an equity security of the Company under Section 12 of the Exchange
         Act, or (ii) if and to the extent the Board or the Committee expressly
         declares that such requirement shall not apply. Any Disinterested
         Person shall otherwise comply with the requirements of Rule 16b-3.

4.       SHARES SUBJECT TO THE PLAN.

(a)      Subject to the provisions of Section 10 relating to adjustments upon
         changes in stock, the stock that may be sold pursuant to exercises of
         Options shall not exceed in the aggregate twelve million three hundred
         seventy-three thousand three hundred sixty-three (12,373,363) shares of
         the Company's common stock; provided, however, that if any Option
         granted under the Plan shall for any reason expire or otherwise
         terminate without having been exercised in full, the stock not
         purchased under such Option shall revert to and again become issuable
         under the Plan.

(b)      The stock subject to the Plan may be unissued shares or reacquired
         shares, bought on the market or otherwise.

5.       ELIGIBILITY.

(a)      Incentive Stock Options may be granted only to Employees. Nonstatutory
         Stock Options may be granted only to Employees, Directors or
         Consultants.

(b)      A Director shall in no event be eligible for the benefits of the Plan
         unless at the time discretion is exercised in the selection of the
         Director as a person to whom Options may be granted, or in the
         determination of the number of shares which may be covered by Options
         granted to the Director: (i) the Board has delegated its discretionary
         authority over the Plan to a Committee which consists solely of
         Disinterested Persons; or (ii) the Plan otherwise complies with the
         requirements of Rule 16b-3. The Board shall otherwise comply with the
         requirements of Rule 16b-3. This subsection 5(b) shall not apply (i)
         prior to the date of the first registration of an equity security of
         the Company under Section 12 of the Exchange Act, or (ii) if and to the
         extent the Board or Committee expressly declares that it shall not
         apply.

(c)      No person shall be eligible for the grant of an Incentive Stock Option
         if, at the time of grant, such person owns (or is deemed to own
         pursuant to Section 424(d) of the Code) stock possessing more than ten
         percent (10%) of the total combined voting power of all classes of
         stock of the Company or of any of its Affiliates unless the exercise
         price of such Incentive Stock Option is at least one hundred ten
         percent (110%) of the fair market value of such stock at the date of
         grant and the Incentive Stock Option is not exercisable after the
         expiration of five (5) years from the date of grant.

(d)      No employee shall be eligible to be granted in any calendar year
         Options covering more than 3% of the total number of shares of the
         Company's common stock outstanding on the record date for the Company's
         1996 Annual Meeting of Shareholders.


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6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

(a)      TERM. No Option shall be exercisable after the expiration of ten (10)
         years from the date it was granted.

(b)      PRICE. The exercise price of each Incentive Stock Option shall be not
         less than one hundred percent (100%) of the fair market value of the
         stock subject to the Option on the date the Option is granted. The
         exercise price of each Nonstatutory Stock Option shall be not less than
         fifty percent (50%) of the fair market value of the stock subject to
         the Option on the date the Option is granted.

(c)      CONSIDERATION. The purchase price of stock acquired pursuant to an
         Option shall be paid, to the extent permitted by applicable statutes
         and regulations, either (i) in cash at the time the option is
         exercised, or (ii) at the discretion of the Board or the Committee,
         either at the time of the grant or exercise of the Option, (A) by
         delivery to the Company of other common stock of the Company, (B)
         according to a deferred payment or other arrangement (which may
         include, without limiting the generality of the foregoing, the use of
         other common stock of the Company) with the person to whom the Option
         is granted or to whom the Option is transferred pursuant to subsection
         6(d), or (C) in any other form of legal consideration that may be
         acceptable to the Board.

         In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

(d)      TRANSFERABILITY. An Incentive Stock Option shall not be transferable
         except by will or by the laws of descent and distribution, and shall be
         exercisable during the lifetime of the person to whom the Incentive
         Stock Option is granted only by such person. A Nonstatutory Stock
         Option shall not be transferable except by will or by the laws of
         descent and distribution, and shall be exercisable during the lifetime
         of the person to whom the Option is granted only by such person. The
         person to whom the Option is granted may, be delivering written notice
         to the Company, in a form satisfactory to the Company, designate a
         third party who, in the event of the death of the Optionee, shall
         thereafter be entitled to exercise the Option.

(e)      VESTING. The total number of shares of stock subject to an Option may,
         but need not, be allotted in periodic installments (which may, but need
         not, be equal). The Option Agreement may provide that from time to time
         during each of such installment periods, the Option may become
         exercisable ("vest") with respect to some or all of the shares allotted
         to that period, and may be exercised with respect to some or all of the
         shares allotted to such period and/or any prior period as to which the
         Option became vested but was not fully exercised. During the remainder
         of the term of the Option (if its term extends beyond the end of the
         installment periods), the Option may be exercised from time to time
         with respect to any shares then remaining subject to the Option. The
         provisions of this subsection 6(e) are subject to any Option provisions
         governing the minimum number of shares as to which an Option may be
         exercised.

(f)      SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or any
         person to whom an Option is transferred under subsection 6(d), as a
         condition of exercising any such Option, (1) to give written assurances
         satisfactory to the Company as to the Optionee's knowledge and
         experience in financial and business matters and/or to employ a
         purchaser representative reasonably satisfactory to the Company who is
         knowledgeable and experienced in financial and business matters, and
         that he or she is capable of evaluating, alone or together with the
         purchaser representative, the merits and risks of exercising the
         Option; and (2) to give written assurances satisfactory to the Company
         stating that such person is acquiring the stock subject to the Option
         for such person's own account and not with any present intention of
         selling or otherwise distributing the stock. These requirements, and
         any assurances given pursuant to such requirements, shall be
         inoperative if (i) the issuance of the shares upon the exercise of the
         Option has been registered under a then currently effective
         registration statement under the Securities Act, or (ii) as to any
         particular requirement, a determination is made by counsel for the
         Company that such requirement need not be met in the circumstances
         under the then applicable securities laws.



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(g)      TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
         In the event an Optionee's Continuous Status as an Employee, Director
         or Consultant terminates (other than upon the Optionee's death or
         Disability), the Optionee may exercise his or her Option, but only
         within such period of time as is determined by the Board, and only to
         the extent that the Optionee was entitled to exercise it at the date of
         termination (but in no event later than the expiration of the term of
         such Option as set forth in the Option Agreement). In the case of an
         Incentive Stock Option, the Board shall determine such period of time
         (in no event to exceed three (3) months from the date of termination)
         when the Option is granted. If, at the date of termination, the
         Optionee is not entitled to exercise his or her entire Option, the
         shares covered by the unexercisable portion of the Option shall revert
         to and again become issuable under the Plan. If, after termination, the
         Optionee does not exercise his or her Option within the time specified
         in the Option Agreement, the Option shall terminate, and the shares
         covered by such Option shall revert to and again become issuable under
         the Plan.

(h)      DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as
         an Employee, Director or Consultant terminates as a result of the
         Optionee's Disability, the Optionee may exercise his or her Option, but
         only within twelve (12) months from the date of such termination (or
         such shorter period specified in the Option Agreement), and only to the
         extent that the Optionee was entitled to exercise it at the date of
         such termination (but in no event later than the expiration of the term
         of such Option as set forth in the Option Agreement). If, at the date
         of termination, the Optionee is not entitled to exercise his or her
         entire Option, the shares covered by the unexercisable portion of the
         Option shall revert to and again become issuable under the Plan. If,
         after termination, the Optionee does not exercise his or her Option
         within the time specified herein, the Option shall terminate, and the
         shares covered by such Option shall revert to and again become issuable
         under the Plan.

(i)      DEATH OF OPTIONEE. In the event of the death of an Optionee, the Option
         may be exercised, at any time within twelve (12) months following the
         date of death (or such shorter period specified in the Option
         Agreement) (but in no event later than the expiration of the term of
         such Option as set forth in the Option Agreement), by the Optionee's
         estate or by a person who acquired the right to exercise the Option by
         bequest or inheritance, but only to the extent the Optionee was
         entitled to exercise the Option at the date of death. If, at the time
         of death, the Optionee was not entitled to exercise his or her entire
         Option, the shares covered by the unexercisable portion of the Option
         shall revert to and again become issuable under the Plan. If, after
         death, the Optionee's estate or a person who acquired the right to
         exercise the Option by bequest or inheritance does not exercise the
         Option within the time specified herein, the Option shall terminate,
         and the shares covered by such Option shall revert to and again become
         issuable under the Plan.

(j)      EARLY EXERCISE. The Option may, but need not, include a provision
         whereby the Optionee may elect at any time while an Employee, Director
         or Consultant to exercise the Option as to any part or all of the
         shares subject to the Option prior to the full vesting of the Option.
         Any unvested shares so purchased may be subject to a repurchase right
         in favor of the Company or to any other restriction the Board
         determines to be appropriate.

(k)      WITHHOLDING. To the extent provided by the terms of an Option
         Agreement, the Optionee may satisfy any federal, state or local tax
         withholding obligation relating to the exercise of such Option by any
         of the following means or by a combination of such means: (1) tendering
         a cash payment; (2) authorizing the Company to withhold shares from the
         shares of the common stock otherwise issuable to the participant as a
         result of the exercise of the Option; or (3) delivering to the Company
         owned and unencumbered shares of the common stock of the Company.

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7.       COVENANTS OF THE COMPANY.

(a)      During the terms of the Options, the Company shall keep available at
         all times the number of shares of stock required to satisfy such
         Options.

(b)      The Company shall seek to obtain from each regulatory commission or
         agency having jurisdiction over the Plan such authority as may be
         required to issue and sell shares of stock upon exercise of the
         Options; provided, however, that this undertaking shall not require the
         Company to register under the Securities Act either the Plan, any
         Option or any stock issued or issuable pursuant to any such Option. If,
         after reasonable efforts, the Company is unable to obtain from any such
         regulatory commission or agency the authority which counsel for the
         Company deems necessary for the lawful issuance and sale of stock under
         the Plan, the Company shall be relieved from any liability for failure
         to issue and sell stock upon exercise of such Options unless and until
         such authority is obtained.

8.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

9.       MISCELLANEOUS.

(a)      The Board shall have the power to accelerate the time at which an
         Option may first be exercised or the time during which an Option or any
         part thereof will vest pursuant to subsection 6(e), notwithstanding the
         provisions in the Option stating the time at which it may first be
         exercised or the time during which it will vest.

(b)      Neither an Optionee nor any person to whom an Option is transferred
         under subsection 6(d) shall be deemed to be the holder of, or to have
         any of the rights of a holder with respect to, any shares subject to
         such Option unless and until such person has satisfied all requirements
         for exercise of the Option pursuant to its terms.

(c)      Throughout the term of any Option, the Company shall make available to
         the holder of such Option, not later than one hundred twenty (120) days
         after the close of each of the Company's fiscal years during the Option
         term, such financial and other information regarding the Company as
         comprises the annual report to the stockholders of the Company provided
         for in the bylaws of the Company.

(d)      Nothing in the Plan or any instrument executed or Option granted
         pursuant thereto shall confer upon any Employee, Director, Consultant
         or Optionee any right to continue in the employ of the Company or any
         Affiliate (or to continue acting as a Director or Consultant) or shall
         affect the right of the Company or any Affiliate to terminate the
         employment or relationship as a Director or Consultant of any Employee,
         Director, Consultant or Optionee with or without cause.

(e)      To the extent that the aggregate fair market value (determined at the
         time of grant) of stock with respect to which Incentive Stock Options
         granted after 1986 are exercisable for the first time by any Optionee
         during any calendar year under all plans of the Company and its
         Affiliates exceeds one hundred thousand dollars ($100,000), the Options
         or portions thereof which exceed such limit (according to the order in
         which they were granted) shall be treated as Nonstatutory Stock
         Options.

10.      ADJUSTMENTS UPON CHANGES IN STOCK.

(a)      CAPITALIZATION ADJUSTMENTS. If any change is made in the Company's
         common stock subject to the Plan, or subject to any Option, without the
         receipt of consideration by the Company (through merger, consolidation,
         reorganization, recapitalization, reincorporation, stock dividend,
         dividend in property other than cash, stock split, liquidating
         dividend, combination of shares, exchange of shares, change in
         corporate structure or other transaction not involving the receipt of
         consideration by the Company), the Plan will be appropriately adjusted


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         in the class(es) and maximum number of securities subject to the Plan
         pursuant to subsection 4(a) and the maximum number of securities
         subject to award to any person pursuant to subsection 5(d), and the
         outstanding Options will be appropriately adjusted in the class(es) and
         number of securities and price per share of the Company's common stock
         subject to such outstanding Options. The Board shall make such
         adjustments, and its determination shall be final, binding and
         conclusive. (The conversion of any convertible securities of the
         Company shall not be treated as a transaction "without receipt of
         consideration" by the Company.)

(b)      DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
         liquidation of the Company, then all outstanding Options shall
         terminate immediately prior to such event.

(c)      ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of
         (i) a sale, lease or other disposition of all or substantially all of
         the assets of the Company, (ii) a merger or consolidation in which the
         Company is not the surviving corporation or (iii) a reverse merger in
         which the Company is the surviving corporation but the shares of the
         Company's common stock outstanding immediately preceding the merger are
         converted by virtue of the merger into other property, whether in the
         form of securities, cash or otherwise (individually, a "Corporate
         Transaction"), then any surviving corporation or acquiring corporation
         shall assume any Options outstanding under the Plan or shall substitute
         similar options (including an option to acquire the same consideration
         paid to the shareholders in the Corporate Transaction for those
         outstanding under the Plan). In the event any surviving corporation or
         acquiring corporation refuses to assume such Options or to substitute
         similar options for those outstanding under the Plan, then with respect
         to Options held by Optionees whose Continuous Status as an Employee,
         Director or Consultant has not terminated, the vesting of such Options
         (and, if applicable, the time during which such Options may be
         exercised) shall be accelerated in full, and the Options shall
         terminate if not exercised at or prior to the Corporate Transaction.
         With respect to any other Options outstanding under the Plan, such
         Options shall terminate if not exercised at or prior to the Corporate
         Transaction.

11.      AMENDMENT OF THE PLAN.

(a)      The Board at any time, and from time to time, may amend the Plan.
         However, except as provided in Section 10 relating to adjustments upon
         changes in stock, no amendment shall be effective unless approved by
         the stockholders of the Company within twelve (12) months before or
         after the adoption of the amendment, where the amendment will:

(1)      Increase the number of shares reserved for options under the Plan;

(2)      Modify the requirements as to eligibility for participation in the Plan
         (to the extent such modification requires stockholder approval in order
         for the Plan to satisfy the requirements of Section 422 of the Code);
         or

(3)      Modify the Plan in any other way if such modification requires
         stockholder approval in order for the Plan to satisfy the requirements
         of Section 422 of the Code or to comply with the requirements of Rule
         16b-3.

(b)      It is expressly contemplated that the Board may amend the Plan in any
         respect the Board deems necessary or advisable to provide Optionees
         with the maximum benefits provided or to be provided under the
         provisions of the Code and the regulations promulgated thereunder
         relating to Incentive Stock Options and/or to bring the Plan and/or
         Incentive Stock Options granted under it into compliance therewith.

(c)      Rights and obligations under any Option granted before amendment of the
         Plan shall not be altered or impaired by any amendment of the Plan
         unless (i) the Company requests the consent of the person to whom the
         Option was granted and (ii) such person consents in writing.

(d)      The Board may in its sole discretion submit any other amendment to the
         Plan for stockholder approval, including, but not limited to,
         amendments to the Plan intended to satisfy the requirements of Section
         162(m) of the Code and the regulations promulgated thereunder regarding
         the exclusion of performance-based compensation from the limit on
         corporate deductibility of compensation paid to certain executive
         officers.

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12.      TERMINATION OR SUSPENSION OF THE PLAN.

(a)      The Board may suspend or terminate the Plan at any time. Unless sooner
         terminated, the Plan shall terminate on March 12, 2012. No Options may
         be granted under the Plan while the Plan is suspended or after it is
         terminated.

(b)      Rights and obligations under any Option granted while the Plan is in
         effect shall not be altered or impaired by suspension or termination of
         the Plan, except with the consent of the person to whom the Option was
         granted.

13.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, and, if required, an
appropriate permit has been issued by the Commissioner of Corporations of the
State of California.







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