Exhibit 4.1








	







Exhibit 4.1 




LARA NETWORKS, INC.



2000 STOCK PLAN



     1.
Purposes of the Plan. The purposes of this Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase
Rights may also be granted under the Plan. 



     2.
Definitions. As used herein, the following definitions shall apply: 










	 	     (a)
“Administrator” means the Board or any of its Committees as shall be administering the
Plan in accordance with Section 4 hereof.






	 	     (b)
“Applicable Laws” means the requirements relating to the administration of stock option
plans 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 other country or jurisdiction where Options or Stock Purchase
Rights are granted under the Plan.






	 	     (c)
“Board” means the Board of Directors of the Company.






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






	 	     (e)
“Committee” means a committee of Directors appointed by the Board in accordance with
Section 4 hereof.






	 	     (f)
“Common Stock” means the Common Stock of the Company.






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






	 	     (h)
“Consultant” means any person who is engaged by the Company or any Parent or Subsidiary
to render consulting or advisory services to such entity.






	 	     (i)
“Director” means a member of the Board of Directors of the Company.






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






	 	     (k)
“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. For purposes of Incentive Stock Options, no such leave may
exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.













	











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






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






	 	     (i)
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 Journal or such other source as the Administrator deems reliable;






	 	     (ii)
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






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






	 	     (n)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.






	 	     (o)
“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.






	 	     (p)
“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.






	 	     (q)
“Option” means a stock option granted pursuant to the Plan.






	 	     (r)
“Option Agreement” means a written or electronic 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.






	


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	 	     (s)
“Option Exchange Program” means a program whereby outstanding Options are exchanged for
Options with a lower exercise price.






	 	     (t)
“Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right.






	 	     (u)
“Optionee” means the holder of an outstanding Option or Stock Purchase Right granted
under the Plan.






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






	 	     (w)
“Plan” means this 2000 Stock Plan.






	 	     (x)
“Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a Stock
Purchase Right under Section 11 below.






	 	     (y)
“Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.






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






	 	     (aa)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 12
below.






	 	     (bb)
“Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11
below.






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






	


     3.
Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be
subject to option and sold under the Plan is 4,000,000 Shares. The Shares may be
authorized but unissued, or reacquired Common Stock. 










	 	     If
an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated). However, Shares that have actually
been issued under the Plan, upon exercise of either an Option or Stock Purchase Right,
shall not be returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the Company
at their original purchase price, such Shares shall become available for future grant
under the Plan.






	


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     4.
Administration of the Plan. 











	 	     (a)
Administrator. The Plan shall be administered by the Board or a Committee appointed by
the Board, which Committee shall be constituted to comply with Applicable Laws.






	 	     (b)
Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a
Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, the Administrator shall have the authority in
its discretion:






	 	     (i)
to determine the Fair Market Value;






	 	     (ii)
to select the Service Providers to whom Options and Stock Purchase Rights may from time
to time be granted hereunder;






	 	     (iii)
to determine the number of Shares to be covered by each such award granted hereunder;






	 	     (iv)
to approve forms of agreement for use under the Plan;






	 	     (v)
to determine the terms and conditions, of any Option or Stock Purchase Right granted
hereunder. Such terms and conditions include, but are not limited to, the exercise price,
the time or times when Options or Stock Purchase Rights may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock Purchase
Right or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;






	 	     (vi)
to determine whether and under what circumstances an Option may be settled in cash under
subsection 9(e) instead of Common Stock;






	 	     (vii)
to reduce the exercise price of any Option to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Option has declined since the date
the Option was granted;






	 	     (viii)
to initiate an Option Exchange Program;






	 	     (ix)
to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;






	 	     (x)
to allow Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right
that number of Shares having a Fair Market Value equal to the amount required to be
withheld. 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. All elections by
Optionees to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable; and






	


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	 	     (xi)
to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.






	 	     (c)
Effect of Administrator’s Decision. All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees.






	


     5.
Eligibility. 










	 	     (a)
Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.






	 	     (b)
Each Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this Section
5(b), Incentive Stock Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be determined as of the time the
Option with respect to such Shares is granted.






	 	     (c)
Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee
any right with respect to continuing the Optionee’s relationship as a Service Provider
with the Company, nor shall it interfere in any way with his or her right or the
Company’s right to terminate such relationship at any time, with or without cause.






	


     6.
Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years unless sooner terminated under Section 14
of the Plan. 



     7.
Term of Option. The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from
the date of grant thereof. In the case of an Incentive Stock Option granted to
an Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five (5)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. 



     8.
Option Exercise Price and Consideration. 










	 	     (a)
The per share exercise price for the Shares to be issued upon exercise of an Option shall
be such price as is determined by the Administrator, but shall be subject to the
following:






	


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	 	     (i)
In the case of an Incentive Stock Option






	 	     (A)
granted to an Employee who, at the time of grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant. 






	 	     (B)
granted to any other Employee, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant. 






	 	     (ii)
In the case of a Nonstatutory Stock Option






	 	     (A)
granted to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant. 






	 	     (B)
granted to any other Service Provider, the per Share exercise price shall be no less than
85% of the Fair Market Value per Share on the date of grant. 






	 	     (iii)
Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction.






	 	     (b)
The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant). Such
consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option, have been owned by
the Optionee for more than six months on the date of surrender, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares
as to which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with the Plan,
or (6) any combination of the foregoing methods of payment. In making its determination
as to the type of consideration to accept, the Administrator shall consider if acceptance
of such consideration may be reasonably expected to benefit the Company.






     9.
Exercise of Option. 



	 	     (a)
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
exercisable according to the terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option Agreement. Except in the case
of Options granted to Officers, Directors and Consultants, Options shall become
exercisable at a rate of no less than 20% per year over five (5) years from the date the
Options are granted. Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be tolled during any unpaid leave of absence. An Option may not
be exercised for a fraction of a Share.







	


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	 	     An
Option shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the
Option is exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse. Until
the Shares are issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be
issued) such Shares promptly after the Option is exercised. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the Shares
are issued, except as provided in Section 12 of the Plan.






	 	     Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.






	 	     (b)
Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service
Provider, such Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30) days) to the extent that the
Option is vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement). In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee’s termination. If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.






	 	     (c)
Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement (of at least six (6) months) to the extent
the Option is vested on 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
absence of a specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee’s termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to 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
the Plan.






	 	     (d)
Death of Optionee. If an Optionee dies while a Service Provider, the Option may be
exercised within such period of time as is specified in the Option Agreement (of at least
six (6) months) to the extent that the Option is vested on the date of death (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 acquires the right to exercise the
Option by bequest or inheritance. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following the
Optionee’s termination. If, at the time of death, the Optionee is not vested as to the
entire Option, the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. If the Option is not so exercised within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert to the
Plan.






	


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	 	     (e)
Buyout Provisions. The Administrator 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
Administrator shall establish and communicate to the Optionee at the time that such offer
is made.






	


     10.
Non-Transferability of Options and Stock Purchase Rights. The Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. 



     11.
Stock Purchase Rights. 










	 	     (a)
Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or
in tandem with other awards granted under the Plan and/or cash awards made outside of the
Plan. After the Administrator determines that it will offer Stock Purchase Rights under
the Plan, it shall advise the offeree in writing or electronically of the terms,
conditions and restrictions related to the offer, including the number of Shares that
such person shall be entitled to purchase, the price to be paid, and the time within
which such person must accept such offer. The terms of the offer shall comply in all
respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The
offer shall be accepted by execution of a Restricted Stock purchase agreement in the form
determined by the Administrator.






	 	     (b)
Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock
purchase agreement shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser’s service with the Company for any
reason (including death or disability). The purchase price for Shares repurchased
pursuant to the Restricted Stock purchase agreement shall be the original price paid by
the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the
Company. The repurchase option shall lapse at such rate as the Administrator may
determine. Except with respect to Shares purchased by Officers, Directors and
Consultants, the repurchase option shall in no case lapse at a rate of less than 20% per
year over five (5) years from the date of purchase.






	 	     (c)
Other Provisions. The Restricted Stock purchase agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.






	 	     (d)
Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall
have rights equivalent to those of a stockholder and shall be a stockholder when his or
her purchase is entered upon the records of the duly authorized transfer agent of the
Company. No adjustment shall be made for a dividend or other right for which the record
date is prior to the date the Stock Purchase Right is exercised, except as provided in
Section 12 of the Plan.






	


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     12.
Adjustments Upon Changes in Capitalization, 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 each outstanding Option or Stock
Purchase Right, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or expiration of an
Option or Stock Purchase Right, as well as the price per share of Common Stock covered by
each such outstanding Option or Stock Purchase Right, 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. The 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 an Option or Stock Purchase Right.






	 	     (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Administrator shall notify each Optionee as soon as practicable prior to
the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option or Stock Purchase
Right until fifteen (15) days prior to such transaction as to all of the Optioned Stock
covered thereby, including Shares as to which the Option or Stock Purchase Right would
not otherwise be exercisable. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an Option or Stock
Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the extent it has
not been previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.






	 	     (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, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or
right 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 or Stock Purchase Right, the Optionee shall fully vest in and have the
right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable. If an
Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee in writing or electronically that the Option or Stock Purchase Right
shall be fully exercisable for a period of fifteen (15) days from the date of such
notice, and the Option or Stock Purchase Right shall terminate upon the expiration of
such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall
be considered assumed if, following the merger or sale of assets, the option or right
confers the right to purchase or receive, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right 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 or Stock Purchase Right, for each Share of
Optioned Stock subject to the Option or Stock Purchase Right, 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.






	


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     13.
Time of Granting Options and Stock Purchase Rights. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Service Provider to whom an Option
or Stock Purchase Right is so granted within a reasonable time after the date of
such grant. 



     14.
Amendment and Termination of the Plan. 










	 	     (a)
Amendment and Termination. The Board may at any time amend, alter, suspend or terminate
the Plan.






	 	     (b)
Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment
to the extent necessary and desirable to comply with Applicable Laws.






	 	     (c)
Effect of Amendment or Termination. No amendment, alteration, suspension or termination
of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed
by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to
Options granted under the Plan prior to the date of such termination.






	


     15.
Conditions Upon Issuance of Shares. 










	 	     (a)
Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.






	


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	 	     (b)
Investment Representations. As a condition to the exercise of an Option, the
Administrator may require the person exercising such Option to represent and warrant at
the time of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.






	


     16.
Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority shall
not have been obtained. 



     17.
Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. 



     18.
Stockholder Approval. The Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months after the date the Plan is adopted. Such stockholder
approval shall be obtained in the degree and manner required under Applicable Laws. 



     19.
Information to Optionees and Purchasers. The Company shall provide to each
Optionee and to each individual who acquires Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee or purchaser has
one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquires Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information. 



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