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Exhibit 10.4.2    
  


 
  STOCK OPTION AGREEMENT    
  


        Pursuant to the Grant Notice and this Stock Option Agreement, the Company has granted you an option to purchase the number of shares of the Company's common stock
("Common Stock") indicated in the Grant Notice at the exercise price indicated in the Grant Notice. 


        Your
option is granted in connection with and in furtherance of the Company's 2001 Stock Option Plan (the "Plan") for the Company's employees (including officers), directors or
consultants. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 


        The
details of your option are as follows: 


        1.    VESTING. Subject to the limitations contained herein, your option will vest as provided in the Grant Notice, provided that
vesting will cease upon the termination of your Continuous Status as an Employee, Director or Consultant. The vesting schedule requires continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of the options and the rights and benefits under this Stock Option Agreement. Employment or service, even if substantial, for only a
portion of a vesting period will not entitle you to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as
provided herein. 


        2.    METHOD OF PAYMENT.



        (a)  Payment Options. Payment of the exercise price by cash or check is due in full upon exercise of all or any part of your
option, provided that you may elect, to the extent permitted by applicable law and the Grant Notice, to make payment of the exercise price under one of the following alternatives: 



          (i)  Payment
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 


        (ii)  Provided
that at the time of exercise the Company's Common Stock is publicly traded and quoted regularly in the Wall Street Journal, payment by delivery of
already-owned shares of Common Stock, held for the period required to avoid a charge to the Company's reported earnings, and owned free and clear of any liens, claims. encumbrances or security
interests, which Common Stock shall be valued at its fair market value on the date of exercise; or 


        (iii)  Payment
by a combination of the above methods. 





        3.    WHOLE SHARES; RIGHTS WITH RESPECT TO SHARES. Your option may only be exercised for whole shares. You will have no rights
or privileges of a stockholder of the Company as to any shares underlying the option until the issuance and delivery of a certificate evidencing the shares registered in your name following the
exercise of the option. No adjustment will be made for dividends or other rights as to a stockholder for which a record date is prior to such date of delivery. 


        4.    SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, your option may not be exercised
unless the shares issuable upon exercise of your option are then registered under the Securities Act of 1933, as amended (the "Securities Act"), or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. 



        5.    TERM. Subject to Section 12 of the Plan, the term of your option commences on the Date of Grant and expires upon
the earliest of: 



          (i)  the
Expiration Date indicated in the Grant Notice; 






 

        (ii)  the
tenth (10th) anniversary of the Date of Grant; 


        (iii)  eighteen
(18) months after your death, if you die during, or within three (3) months after the termination of your Continuous Status as Employee,
Director or Consultant; 


        (iv)  twelve
(12) months after the termination of your Continuous Status as Employee, Director or Consultant due to disability; 


        (v)  immediately
after the termination of your Continuous Status as Employee, Director or Consultant for Cause; or 



        (vi)  three
(3) months after the termination of your Continuous Status as an Employee, Director or Consultant for any other reason, provided that if during any part of
such three (3)-month period the option is not exercisable solely because of the condition set forth in paragraph 5 (Securities Law Compliance), in which event the option shall not expire until
the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of Continuous Status as an Employee, Director or
Consultant. 




        For
these purposes, "Cause" shall include, but not be limited to, the commission of any act of fraud, embezzlement or dishonesty, any unauthorized use or disclosure of confidential
information or trade secrets of the Company or any of its Affiliates, or any other intentional misconduct adversely affecting the business or affairs of the Company or any of its Affiliates in a
material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company may consider as ground for your dismissal or discharge. 


        In
all cases, the option, to the extent not exercisable on the date your Continuous Status as an Employee, Director or Consultant terminates (regardless of the reason), shall terminate
on that date. 


        To
obtain the federal income tax advantages associated with an "incentive stock option" (to the extent your option is intended and qualifies as an incentive stock option) the Code
requires that at all times beginning on the grant date of the option and ending on the day three (3) months before the date of the option's exercise, you must be an employee of the Company or
one of its Affiliates, except in the event of your death or permanent and total disability. The Company cannot guarantee that your option will be treated as an "incentive stock option" if you exercise
your option more than three (3) months after the date your employment with the Company and its Affiliates terminates. 


        6.    EXERCISE.



        (a)  You
may exercise the vested portion of your option during its term by delivering a notice of exercise (in a form designated by the Company) together with the exercise
price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 


        (b)  By
exercising your option you agree that: 



          (i)  as
a condition to any exercise of your option, the Company may require you to enter an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company (and/or any of its Affiliates) arising by reason of (1) the exercise of your option; (2) the lapse of any substantial risk of forfeiture to which
the shares are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise; and 



        (ii)  you
will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise
of an incentive stock option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your
option. 





        7.    TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the foregoing, by 


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delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. 


        8.    OPTION NOT A SERVICE CONTRACT. Your option is not an employment contract and nothing in your option shall be deemed to
create in any way whatsoever any obligation on your part to continue in the employ of the Company or one of its Affiliates, or of the Company and its Affiliates to continue your employment with the
Company or any of its Affiliates. In addition, nothing in your option shall obligate the Company, any Affiliate, and their respective shareholders, board of directors, officers or employees to
continue any relationship which you might have as a director or consultant for the Company or one of its Affiliates. 


        9.    NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively
given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company. 


        10.  GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your option, including without limitation the provisions of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall
control. Unless otherwise expressly provided in this Stock Option Agreement, provisions of the Plan that confer discretionary authority on the Board (or a committee thereof) do not (and shall not be
deemed to) create any additional rights for you not expressly set forth in this Stock Option Agreement. 


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Exhibit 10.4.2


STOCK OPTION AGREEMENT