Exhibit 4.2












	





EXHIBIT 4.2 



FORM OF
STAND-ALONE STOCK OPTION
AGREEMENT PURSUANT TO WHICH OPTIONS
WERE GRANTED
OUTSIDE THE
LARA NETWORKS, INC.
2000 STOCK PLAN
















	






LARA
NETWORKS, INC.



STAND-ALONE
STOCK OPTION AGREEMENT










	I. 		NOTICE
OF STOCK OPTION GRANT 







	 	
[Name]
—————————————— 






	 	
[Address]
—————————————— 







	 	
 
——————————————







	


     You
have been granted a Nonstatutory Stock Option to purchase Common Stock of the
Company, subject to the terms and conditions of this Agreement, as follows: 












	 	Date of Grant


          
Vesting Commencement Date


Exercise Price per Share


          
Total Number of Shares Granted


Total Exercise Price


Term/Expiration Date:	March 28, 2001
————————————

          
January 1, 2001
————————————

$3.50

          ————————————


————————————
          

$
————————————

          
March 28, 2011
————————————







	


     Vesting
Schedule: 




     This
Option shall vest and may be exercised, in whole or in part, in accordance with
the following schedule: 



     1/48th
of the Shares subject to the Option shall vest on the one month anniversary of
the Vesting Commencement Date, and an addtional 1/48th of the Shares
granted shall vest each month thereafter so that 100% of the Optioned Stock
shall be exercisable after four years. 



     Termination
Period 



     This
Option may be exercised for three (3) months after Optionee ceases to be a
Service Provider in accordance with Section 8 of this Agreement. Upon the death
or Disability of an Optionee which is an individual, this Option may be
exercised for one year after the Optionee ceases to be a Service Provider
in accordance with Sections 9 and 10 of this Agreement. In no event shall this
Option be exercised later that the Term/Expiration Date provided. 

















	











	II. 		AGREEMENT 






	


     1.
Definitions. As used herein, the following definitions shall apply: 










	 	     (a)
“Agreement” means this stock option agreement between the Company and Optionee
evidencing the terms and conditions of this Option. 






	 	     (b)
“Applicable Laws” means the requirements relating to the administration of stock
options under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction that may apply to
this Option. 






	 	     (c)
“Board” means the Board of Directors of the Company or any committee of the
Board that has been designated by the Board to administer this Agreement. 






	 	     (d)
“Code” means the Internal Revenue Code of 1986, as amended.






	 	     (e)
“Common Stock” means the common stock of the Company.






	 	     (f)
“Company” means Lara Networks, Inc., a Delaware corporation.






	 	     (g)
“Consultant” means any person or entity, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such company. 






	 	     (h)
“Director” means a member of the Board.






	 	     (i)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the
Code.






	 	     (j)
“Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. Neither service as a Director nor payment of a director’s
fee by the Company shall be sufficient to constitute “employment” by the
Company. 






	 	     (k)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.






	 	     (l)
“Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:







	 	     (1)
If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the last market trading day prior to the time of determination, as reported
in The Wall Street Journalor such other source as the Administrator deems
reliable; 






	


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	 	     (2)
If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and
low asked prices for the Common Stock on the last market trading day prior to the day of
determination; or 






	 	     (3)
In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board. 






	 	     (m)
“Nonstatutory Stock Option” means an Option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder. 






	 	     (n)
“Notice of Grant” means a written notice, in Part I of this Agreement,
evidencing certain the terms and conditions of this Option grant. The Notice of Grant is
part of the Option Agreement. 






	 	     (o)
“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. 






	 	     (p)
“Option” means this stock option.






	 	     (q)
“Optioned Stock” means the Common Stock subject to this Option.






	 	     (r)
“Optionee” means the person named in the Notice of Grant or such person’s successor.






	 	     (s)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 
424(e) of the Code.






	 	     (t)
“Service Provider” means an Employee, Director or Consultant.






	 	     (u)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 11 of
this Agreement.






	 	     (v)
“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code.






	


     2.
Grant of Option. The Board hereby grants to the Optionee named in the Notice of Grant
attached as Part I of this Agreement the Option to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per share set forth in the Notice
of Grant (the “Exercise Price”), subject to the terms and conditions of this
Agreement.  



     3.
Exercise of Option. 











	 	     (a)
Right to Exercise. This Option is exercisable during its term in accordance with the
Vesting Schedule set out in the Notice of Grant and the applicable provisions of this
Agreement. 






	


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	 	     (b)
Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the
form attached as







	 	     Exhibit
A (the “Exercise Notice”), which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the
Company. The Exercise Notice shall be completed by the Optionee and delivered to
Secretary of the Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price. 






	 	     (c)
Legal Compliance. No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered transferred
to the Optionee on the date the Option is exercised with respect to such Exercised
Shares. 






	 	     (d)
Buyout Provisions. The Board may at any time offer to buy out for a payment in cash or
Shares an Option previously granted based on such terms and conditions as the Board shall
establish and communicate to the Optionee at the time that such offer is made. 







	


     4.
Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the
Optionee shall, if required by the Company, concurrently with the exercise of all or any
portion of this Option, deliver to the Company his or her Investment Representation
Statement in the form attached hereto as Exhibit B.  



     5.
Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee: 











	 	     (a)
cash or check;






	 	     (b)
consideration received by the Company under a cashless exercise program implemented by
the Company; or






	 	     (c)
surrender of other Shares which (i) in the case of Shares acquired upon exercise of
an option, have been owned by the Optionee for more than six (6) months on the date of
surrender, and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares. 






	


     6.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of this Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the Optionee.  



     7.
Term of Option. This Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance with the terms of this
Agreement. 



     8.
Termination of Relationship as a Service Provider. If the Optionee ceases to be a Service
Provider (other than for death or Disability), this Option may be exercised for a period
of three (3) months after the date of such termination (but in no event later than the
expiration date of this Option as set forth in the Notice of Grant) to the extent that
the Option is vested on the date of such termination. To the extent that the Optionee
does not exercise this Option within the time specified herein, the Option shall
terminate.  



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     9.
Disability of Optionee. If the Optionee ceases to be a Service Provider as a result of
the Optionee’s Disability, this Option may be exercised for a period of twelve (12)
months after the date of such termination (but in no event later than the expiration date
of this Option as set forth in the Notice of Grant) to the extent that the Option is
vested on the date of such termination. To the extent that Optionee does not exercise
this Option within the time specified herein, the Option shall terminate.  



     10.
Death of Optionee. If the Optionee dies while a Service Provider, the Option may be
exercised at any time within twelve (12) months following the date of death (but in no
event later than the expiration date of this Option as set forth in the Notice of Grant),
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 that the Optionee was entitled
to exercise the Option at the date of death. 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.  



     11.
Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 









	 	     (a)
Changes in Capitalization. Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by this Option, as well as the
price per share of Common Stock covered by this Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed to have
been “effected without receipt of consideration.”  Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to this Option. 






	 	     (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Board shall notify Optionee as soon as practicable prior to the
effective date of such proposed transaction. The Board in its discretion may provide for
the Optionee to have the right to exercise his or her Option until fifteen (15) days
prior to such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. To the extent it has
not been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed action. 






	


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	 	     (c)
Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, the Option
shall be assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall fully vest
in and have the right to exercise the Option as to all Shares of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable. If the
Option becomes fully vested and exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the Optionee in writing or
electronically that the Option shall be exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such consideration received in the merger
or sale of assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for each Share of Optioned
Stock subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or sale of assets. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets of the
Company, if, following such merger or sale of assets, the Optionee is terminated as a
Service Provider to the successor to the Company (other than for nonperformance of such
Optionee’s duties as a Service Provider), the Optionee shall fully vest in and have
the right to exercise the Option as to those Shares of the Optioned Stock that would
otherwise vest and become exercisable one year from the date of such termination,
including Shares as to which it would not otherwise be vested or exercisable. 







	


     12.
Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any
representative of the underwriters (the “Managing Underwriter”) in connection
with any registration of the offering of any securities of the Company under the
Securities Act, Optionee shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180-day period (or such other period as may be
requested in writing by the Managing Underwriter and agreed to in writing by the Company)
(the “Market Standoff Period”) following the effective date of a registration
statement of the Company filed under the Securities Act. Such restriction shall
apply only to the first registration statement of the Company to become effective under
the Securities Act that includes securities to be sold on behalf of the Company to the
public in an underwritten public offering under the Securities Act. The Company may
impose stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.  



     13.
Notices. Any notice to be given to the Company hereunder shall be in writing and shall be
addressed to the Company. at its then current principal executive office or to such other
address as the Company may hereafter designate to the Optionee by notice as provided in
this Section. Any notice to be given to the Optionee hereunder shall be addressed to the
Optionee at the address set forth beneath his signature hereto, or at such other address
as the Optionee may hereafter designate to the Company by notice as provided herein. A
notice shall be deemed to have been duly given when personally delivered or mailed by
registered or certified mail to the party entitled to receive it.  



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     14.
Tax Consequences. Some of the federal tax consequences relating to this Option, as of the
date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 











	 	     (a)
Exercising the Option. The Optionee may incur regular federal income tax liability upon
exercise of a Nonstatutory Stock Option (an “NSO”). The 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 the Exercised Shares on the date
of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a
former Employee, the Company will be required to withhold from his or her compensation or
collect from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise. 






	 	     (b)
Disposition of Shares. If the Optionee holds NSO Shares for at least one year, any gain
realized on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes. 






	


     15.
Entire Agreement; Governing Law. This Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject
matter hereof, and may not be modified adversely to the Optionee’s interest except
by means of a writing signed by the Company and Optionee. This agreement is governed by
the internal substantive laws, but not the choice of law rules, of California.  



     16. NO
GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUES
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.  




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     By
your signature and the signature of the Company’s representative below, you
and the Company agree that this Option is granted under and governed by the
terms and conditions of this Agreement. Optionee has reviewed this Agreement in
its entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of this Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board upon any questions relating to this Agreement.
Optionee further agrees to notify the Company upon any change in the residence
address indicated below. 











	OPTIONEE


          —————————————
Signature

          
—————————————
Print Name

          
—————————————
Residence Address


          —————————————


          —————————————	LARA NETWORKS, INC.


          —————————————
By


          —————————————
Title







	


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CONSENT OF
SPOUSE



     The
undersigned spouse of Optionee has read and hereby approves the terms and
conditions of this Agreement. In consideration of the Company’s granting
his or her spouse the right to purchase Shares as set forth in this Agreement,
the undersigned hereby agrees to be irrevocably bound by the terms and
conditions of this Agreement and further agrees that any community property
interest shall be similarly bound. The undersigned hereby appoints the
undersigned’s spouse as attorney-in-fact for the undersigned with respect
to any amendment or exercise of rights under this Agreement. 














		
     ——————————————————
Spouse of Optionee













	






EXHIBIT A



LARA
NETWORKS, INC.



EXERCISE
NOTICE






Lara Networks,
Inc.110 
Nortech ParkwaySan 
Jose, CA 95134



Attention: 



     1.
Exercise of Option. Effective as of today, ________________, 200__, the undersigned
(“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the
Common Stock of Lara Networks, Inc. (the “Company”) under and pursuant to the Stock
Option Agreement dated ________________, 200__ (the “Option Agreement”). The purchase
price for the Shares shall be [$_______], as required by the Option Agreement. 



     2.
Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price
for the Shares. 



     3.
Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read
and understood the Option Agreement and agrees to abide by and be bound by their terms
and conditions. 



     4.
Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of the
Shares, no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Shares so acquired shall be issued to the Optionee as soon as practicable after exercise
of the Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date of issuance, except as provided in Section 11 of
the Option Agreement.  



     5.
Company’s Right of First Refusal. Before any Shares held by Optionee or any
transferee (either being sometimes referred to herein as the “Holder”) may be
sold or otherwise transferred (including transfer by gift or operation of law), the
Company or its assignee(s) shall have a right of first refusal to purchase the Shares on
the terms and conditions set forth in this Section (the “Right of First Refusal”).  












	 	     (a)
Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a
written notice (the “Notice”) stating: (i) the Holder’s bona fide
intention to sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee (“Proposed Transferee”); (iii) the number of
Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash
price or other consideration for which the Holder proposes to transfer the Shares (the
“Offered Price”), and the Holder shall offer the Shares at the Offered Price to
the Company or its assignee(s). 







	


-2- 
















	











	 	     (b)
Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of
the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be
transferred to any one or more of the Proposed Transferees, at the purchase price
determined in accordance with subsection (c) below. 






	 	     (c)
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased
by the Company or its assignee(s) under this Section shall be the Offered Price. If the
Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board in good faith. 






	 	     (d)
Payment. Payment of the Purchase Price shall be made, at the option of the Company or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee,
to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice. 






	 	     (e)
Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its
assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer
such Shares to that Proposed Transferee at the Offered Price or at a higher price,
provided that such sale or other transfer is consummated within 120 days after the date
of the Notice, that any such sale or other transfer is effected in accordance with any
applicable securities laws and that the Proposed Transferee agrees in writing that the
provisions of this Section shall continue to apply to the Shares in the hands of such
Proposed Transferee. If the Shares described in the Notice are not transferred to the
Proposed Transferee within such period, a new Notice shall be given to the Company, and
the Company and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred. 






	 	     (f)
Exception for Certain Family Transfers. Anything to the contrary contained in this
Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s
lifetime or on the Optionee’s death by will or intestacy to the Optionee’s
immediate family or a trust for the benefit of the Optionee’s immediate family shall
be exempt from the provisions of this Section. “Immediate Family” as used herein
shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Section, and there shall be no further
transfer of such Shares except in accordance with the terms of this Section. 






	 	     (g)
Termination of Right of First Refusal. The Right of First Refusal shall terminate as to
any Shares upon 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 under the Securities Act of 1933, as amended. 






	


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     6. Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as
a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents
that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not
relying on the Company for any tax advice.  



     7.
Restrictive Legends and Stop-Transfer Orders. 











	 	
(a)
Legends. Optionee understands and agrees that the Company shall cause the legends set
forth below or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other legends that
may be required by the Company or by state or federal securities laws: 






	 	THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.






	 	THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS
SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES.
THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SHARES. THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD OF 180 DAYS
FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS
INITIAL PUBLIC OFFERING.






	 	     (b)
Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer 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. 






	 	     (c)
Refusal to Transfer. The Company shall not be required (i) to transfer on its books
any Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom
such Shares shall have been so transferred. 






	


     8.
Successors and Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns.  




-4- 














	





     9.
Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be
submitted by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting. The resolution of such a dispute by the
Administrator shall be final and binding on all parties. 



     10.
Entire Agreement; Governing Law. The Option Agreement is incorporated herein by
reference. This Agreement, and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with respect to the
subject matter hereof, and may not be modified adversely to the Purchaser’s interest
except by means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.  











	Submitted by:

OPTIONEE


          —————————————————
Signature

          
—————————————————
Print Name

          
—————————————————
Address


          —————————————————


          —————————————————	Accepted by:

LARA NETWORKS, INC.


          ———————————————————



          ———————————————————


          
———————————————————
Address


          ———————————————————


          ———————————————————


          
Date Received:___________________









	


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EXHIBIT B



INVESTMENT
REPRESENTATION STATEMENT











	OPTIONEE:

          
COMPANY:

SECURITY:

AMOUNT:

DATE:	
          ______________________________________

LARA NETWORKS, INC.

          
COMMON STOCK

______________________________________

          
______________________________________






	


     In
connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following: 











	 	     (a)
Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Securities. Optionee is acquiring these Securities for investment
for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of
1933, as amended (the “Securities Act”). 






	 	     (b)
Optionee acknowledges and understands that the Securities constitute “restricted
securities“under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Optionee’s investment intent as
expressed herein. In this connection, Optionee understands that, in the view of the
Securities and Exchange Commission, the statutory basis for such exemption may be
unavailable if Optionee’s representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period specified under
tax statutes, for a deferred sale, for or until an increase or decrease in the market
price of the Securities, or for a period of one year or any other fixed period in the
future. Optionee further understands that the Securities must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that the Company
is under no obligation to register the Securities. Optionee understands that the
certificate evidencing the Securities will be imprinted with a legend which prohibits the
transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company, and any other legend
required under applicable state securities laws. 













	













	 	     (c)
Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public resale
of “restricted securities” acquired, directly or indirectly from the issuer
thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the
Option to the Optionee, the exercise will be exempt from registration under the
Securities Act. In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days
thereafter (or such longer period as any market stand-off agreement may require) the
Securities exempt under Rule 701 may be resold, subject to the satisfaction of
certain of the conditions specified by Rule 144, including: (1) the resale
being made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the
availability of certain public information about the Company, (3) the amount of
Securities being sold during any three month period not exceeding the limitations
specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 






	 	     In
the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one
year after the later of the date the Securities were sold by the Company or the date the
Securities were sold by an affiliate of the Company, within the meaning of Rule 144;
and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate
who subsequently holds the Securities less than two years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately
above. 






	 	     (d)
Optionee further understands that in the event all of the applicable requirements of Rule 701
or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than
pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that
an exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so at their
own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event. 








		Signature of Optionee:


          ______________________________________


Date:__________________________________






	


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