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Exhibit 10a-1

                              PIVX SOLUTIONS, INC.
                            2004 STOCK INCENTIVE PLAN

1.       PURPOSE OF PLAN.
         ----------------

         The purpose of the PivX Solutions, Inc. 2004 Stock Incentive Plan (the
"Plan") is to advance the interests of PivX Solutions, Inc. (the "Company") and
its stockholders by enabling the Company and its Subsidiaries to attract and
retain qualified individuals through opportunities for equity participation in
the Company, and to reward those individuals who contribute to the Company's
achievement of its economic objectives.

2.       DEFINITIONS.
         ------------

         The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

         2.1 "BOARD" means the Company's Board of Directors.

         2.2 "BROKER EXERCISE NOTICE" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer or their nominee.

         2.3 "CAUSE" means (i) dishonesty, fraud, misrepresentation,
embezzlement or deliberate injury or attempted injury, in each case related to
the Company or any Subsidiary, (ii) any unlawful or criminal activity of a
serious nature, (iii) any intentional and deliberate breach of a duty or duties
that, individually or in the aggregate, are material in relation to the
Participant's overall duties, (iv) any material breach of any confidentiality or
noncompete agreement entered into with the Company or any Subsidiary, or (v)
with respect to a particular Participant, any other act or omission that
constitutes "cause" as may be defined in any employment, consulting or similar
agreement between such Participant and the Company or any Subsidiary.

         2.4 "CHANGE IN CONTROL" means an event described in Section 11.1 of the
Plan.

         2.5 "CODE" means the Internal Revenue Code of 1986, as amended.

         2.6 "COMMITTEE" means the group of individuals administering the Plan,
as provided in Section 3 of the Plan.

         2.7 "COMMON STOCK" means the common stock of the Company, par value
$0.001 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.3 of
the Plan.

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         2.8 "DISABILITY" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code.

         2.9 "EFFECTIVE DATE" means November 5, 2004 or such later date as the
Plan is initially approved by the Company's stockholders.

         2.10 "ELIGIBLE RECIPIENTS" means all employees, officers, directors,
consultants and advisors of the Company or any Subsidiary, including
non-employee independent contractors who provide to the Company or any
Subsidiary bona fide services that are traditionally performed by an employee in
consideration for compensation that constitutes the primary source of such
person's annual earned income.

         2.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         2.12 "FAIR MARKET VALUE" means, with respect to the Common Stock, as of
any date: (i) the mean between the reported high and low sale prices of the
Common Stock at the end of the regular trading session, if the Common Stock is
listed, admitted to unlisted trading privileges, or reported on any national
securities exchange or on the Nasdaq National Market on such date (or, if no
shares were traded on such day, as of the next preceding day on which there was
such a trade); or (ii) if the Common Stock is not so listed, admitted to
unlisted trading privileges, or reported on any national exchange or on the
Nasdaq National Market, the closing bid price as of such date at the end of the
regular trading session, as reported by the Nasdaq SmallCap Market, OTC Bulletin
Board, the Bulletin Board Exchange (BBX) or the National Quotation Bureaus,
Inc., or other comparable service; or (iii) if the Common Stock is not so listed
or reported, such price as the Committee determines in good faith in the
exercise of its reasonable discretion.

         2.13 "INCENTIVE AWARD" means an Option, Restricted Stock Award or
Unrestricted Stock Award granted to an Eligible Recipient pursuant to the Plan.

         2.14 "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

         2.15 "NON-STATUTORY STOCK OPTION" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that
does not qualify as an Incentive Stock Option.

         2.16 "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
Option.

         2.17 "PARTICIPANT" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.

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         2.18 "PERFORMANCE CRITERIA" means the performance criteria that may be
used by the Committee in granting Performance Stock Awards contingent upon
achievement of such performance goals as the Committee may determine in its sole
discretion. The Committee may select one criterion or multiple criteria for
measuring performance, and the measurement may be based upon Company, Subsidiary
or business unit performance, or the individual performance of the Eligible
Recipient, either absolute or by relative comparison to other companies, other
Eligible Recipients or any other external measure of the selected criteria.

         2.19 "PERFORMANCE STOCK AWARDS" means an award of Common Stock granted
to an Eligible Recipient pursuant to Section 8 of the Plan and which may be
subject to the future achievement of Performance Criteria or be free of any
performance or vesting conditions.

         2.20 "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
already owned by the Participant or, with respect to any Incentive Award, that
are to be issued upon the grant, exercise or vesting of such Incentive Award.

         2.21 "RESTRICTED STOCK AWARD" means an award of Common Stock granted to
an Eligible Recipient pursuant to Section 7 of the Plan that is subject to the
restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 7.

         2.22 "RETIREMENT" means normal or approved early termination of
employment or service pursuant to and in accordance with the regular
retirement/pension plan or practice of the Company or Subsidiary then covering
the Participant, provided that if the Participant is not covered by any such
plan or practice, the Participant will be deemed to be covered by the Company's
plan or practice for purposes of this determination.

         2.23 "SECURITIES ACT" means the Securities Act of 1933, as amended.

         2.24 "SUBSIDIARY" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.

3.       PLAN ADMINISTRATION.
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         3.1 THE COMMITTEE. The Plan will be administered by the Board or by a
committee of the Board. So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, any committee
administering the Plan will consist solely of two or more members of the Board
who are "non-employee directors" within the meaning of Rule 16b-3 under the
Exchange Act. Such a committee, if established, will act by majority approval of
the members (unanimous approval with respect to action by written consent), and
a majority of the members of such a committee will constitute a quorum. As used
in the Plan, "Committee" will refer to the Board or to such a committee, if
established. To the extent consistent with applicable corporate law of the
Company's jurisdiction of incorporation, the Committee may delegate to any
officers of the Company the duties, power and authority of the Committee under
the Plan pursuant to such conditions or limitations as the Committee may
establish; provided, however, that only the Committee may exercise such duties,
power and authority with respect to Eligible Recipients who are subject to
Section 16 of the Exchange Act. The Committee may exercise its duties, power and
authority under the Plan in its sole and absolute discretion without the consent
of any Participant or other party, unless the Plan specifically provides
otherwise. Each determination, interpretation or other action made or taken by
the Committee pursuant to the provisions of the Plan will be conclusive and
binding for all purposes and on all persons, and no member of the Committee will
be liable for any action or determination made in good faith with respect to the
Plan or any Incentive Award granted under the Plan.

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         3.2 AUTHORITY OF THE COMMITTEE.

                  (a) In accordance with and subject to the provisions of the
         Plan, the Committee will have the authority to determine all provisions
         of Incentive Awards as the Committee may deem necessary or desirable
         and as consistent with the terms of the Plan, including, without
         limitation, the following: (i) the Eligible Recipients to be selected
         as Participants; (ii) the nature and extent of the Incentive Awards to
         be made to each Participant (including the number of shares of Common
         Stock to be subject to each Incentive Award, any exercise price, the
         manner in which Incentive Awards will vest or become exercisable and
         whether Incentive Awards will be granted in tandem with other Incentive
         Awards) and the form of written agreement, if any, evidencing such
         Incentive Award; (iii) the time or times when Incentive Awards will be
         granted; (iv) the duration of each Incentive Award; and (v) the
         restrictions and other conditions to which the payment or vesting of
         Incentive Awards may be subject. In addition, the Committee will have
         the authority under the Plan in its sole discretion to pay the economic
         value of any Incentive Award in the form of cash, Common Stock or any
         combination of both.

                  (b) Subject to Section 3.2(d), below, the Committee will have
         the authority under the Plan to amend or modify the terms of any
         outstanding Incentive Award in any manner, including, without
         limitation, the authority to modify the number of shares or other terms
         and conditions of an Incentive Award, extend the term of an Incentive
         Award, accelerate the exercisability or vesting or otherwise terminate
         any restrictions relating to an Incentive Award, accept the surrender
         of any outstanding Incentive Award or, to the extent not previously
         exercised or vested, authorize the grant of new Incentive Awards in
         substitution for surrendered Incentive Awards; provided, however that
         the amended or modified terms are permitted by the Plan as then in
         effect and that any Participant adversely affected by such amended or
         modified terms has consented to such amendment or modification.

                  (c) In the event of (i) any reorganization, merger,
         consolidation, recapitalization, liquidation, reclassification, stock
         dividend, stock split, combination of shares, rights offering,
         extraordinary dividend or divestiture (including a spin-off) or any
         other change in corporate structure or shares; (ii) any purchase,
         acquisition, sale, disposition or write-down of a significant amount of
         assets or a significant business; (iii) any change in accounting
         principles or practices, tax laws or other such laws or provisions
         affecting reported results; or (iv) any other similar change, in each
         case with respect to the Company or any other entity whose performance
         is relevant to the grant or vesting of an Incentive Award, the
         Committee (or, if the Company is not the surviving corporation in any
         such transaction, the board of directors of the surviving corporation)
         may, without the consent of any affected Participant, amend or modify
         the vesting criteria (including Performance Criteria) of any


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         outstanding Incentive Award that is based in whole or in part on the
         financial performance of the Company (or any Subsidiary or division or
         other subunit thereof) or such other entity so as equitably to reflect
         such event, with the desired result that the criteria for evaluating
         such financial performance of the Company or such other entity will be
         substantially the same (in the sole discretion of the Committee or the
         board of directors of the surviving corporation) following such event
         as prior to such event; provided, however, that the amended or modified
         terms are permitted by the Plan as then in effect.

                  (d) Notwithstanding any other provision of this Plan other
         than Section 4.3, the Committee may not, without prior approval of the
         Company's stockholders, seek to effect any re-pricing of any previously
         granted, "underwater" Option by: (i) amending or modifying the terms of
         the Option to lower the exercise price; (ii) canceling the underwater
         Option and granting either (A) replacement Options having a lower
         exercise price; (B) Restricted Stock Awards; or (C) Performance Stock
         Awards in exchange; or (iii) repurchasing the underwater Options and
         granting new Incentive Awards under this Plan. For purposes of this
         Section 3.2(d) and Section 11.4, an Option will be deemed to be
         "underwater" at any time when the Fair Market Value of the Common Stock
         is less than the exercise price of the Option.

4.       SHARES AVAILABLE FOR ISSUANCE.
         ------------------------------

         4.1 MAXIMUM NUMBER OF SHARES AVAILABLE; CERTAIN RESTRICTIONS ON AWARDS.
Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number
of shares of Common Stock that will be available for issuance under the Plan
will be 4,000,000. The shares available for issuance under the Plan may, at the
election of the Committee, be either treasury shares or shares authorized but
unissued, and, if treasury shares are used, all references in the Plan to the
issuance of shares will, for corporate law purposes, be deemed to mean the
transfer of shares from treasury.

         4.2 ACCOUNTING FOR INCENTIVE AWARDS. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan; provided, however, that shares subject to
an Incentive Award that lapses, expires, is forfeited (including issued shares
forfeited under a Restricted Stock Award) or for any reason is terminated
unexercised or unvested or is settled or paid in cash or any form other than
shares of Common Stock will automatically again become available for issuance
under the Plan. To the extent that the exercise price of any Option and/or
associated tax withholding obligations are paid by tender or attestation as to
ownership of Previously Acquired Shares, or to the extent that such tax
withholding obligations are satisfied by withholding of shares otherwise
issuable upon exercise of the Option, only the number of shares of Common Stock
issued net of the number of shares tendered, attested to or withheld will be
applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan.

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         4.3 ADJUSTMENTS TO SHARES AND INCENTIVE AWARDS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities or other property (including cash) available for issuance or payment
under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants, the number and kind of securities or other property (including
cash) subject to outstanding Incentive Awards and the exercise price of
outstanding Options.

5.       PARTICIPATION.
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         Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
Subsidiaries. Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee in its sole discretion. Incentive
Awards will be deemed to be granted as of the date specified in the grant
resolution of the Committee, which date will be the date of any related
agreement with the Participant.

6.       OPTIONS.
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         6.1 GRANT. An Eligible Recipient may be granted one or more Options
under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion. The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a Non-Statutory Stock Option.
To the extent that any Incentive Stock Option granted under the Plan ceases for
any reason to qualify as an "incentive stock option" for purposes of Section 422
of the Code, such Incentive Stock Option will continue to be outstanding for
purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock
Option.

         6.2 EXERCISE PRICE. The per share price to be paid by a Participant
upon exercise of an Option will be determined by the Committee in its discretion
at the time of the Option grant; provided, however, that such price will not be
less than 100% of the Fair Market Value of one share of Common Stock on the date
of grant with respect to any Incentive Stock Option (110% of the Fair Market
Value with respect to an Incentive Stock Option if, at the time such Incentive
Stock Option is granted, the Participant owns, directly or indirectly, more than
10% of the total combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation of the Company).

         6.3 EXERCISABILITY AND DURATION. An Option will become exercisable at
such times and in such installments and upon such terms and conditions as may be
determined by the Committee in its sole discretion at the time of grant
(including without limitation (i) the achievement of one or more of the
Performance Criteria and/or (ii) that the Participant remain in the continuous
employ or service of the Company or a Subsidiary for a certain period);
provided, however, that no Option may be exercisable prior to six months from
its date of grant (other than as provided in Section 9.1 of the Plan) or after
10 years from its date of grant (five years from its date of grant in the case
of an Incentive Stock Option if, at the time the Incentive Stock Option is
granted, the Participant owns, directly or indirectly, more than 10% of the
total combined voting power of all classes of stock of the Company or any parent
or subsidiary corporation of the Company).

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         6.4 PAYMENT OF EXERCISE PRICE. The total purchase price of the shares
to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the
Committee, in its sole discretion and upon terms and conditions established by
the Committee, may allow such payments to be made, in whole or in part, by
tender of a Broker Exercise Notice, by tender, or attestation as to ownership,
of Previously Acquired Shares that have been held for the period of time
necessary to avoid a charge to the Company's earnings for financial reporting
purposes and that are otherwise acceptable to the Committee, or by a combination
of such methods. For purposes of such payment, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market Value
on the exercise date.

         6.5 MANNER OF EXERCISE. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company at its principal executive office in Los Angeles,
California and by paying in full the total exercise price for the shares of
Common Stock to be purchased in accordance with Section 6.4 of the Plan.

7.       RESTRICTED STOCK AWARDS.
         ------------------------

         7.1 GRANT. An Eligible Recipient may be granted one or more Restricted
Stock Awards under the Plan, and such Restricted Stock Awards will be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee in its sole discretion. The Committee may
impose such restrictions or conditions, not inconsistent with the provisions of
the Plan, to the vesting of such Restricted Stock Awards as it deems
appropriate, including, without limitation, (i) the achievement of one or more
of the Performance Criteria and/or (ii) that the Participant remain in the
continuous employ or service of the Company or a Subsidiary for a certain
period; provided, however, that other than as provided in Section 9.1 of the
Plan, no Restricted Stock Award may vest prior to six months from its date of
grant.

         7.2 RIGHTS AS A STOCKHOLDER; TRANSFERABILITY. Except as provided in
Sections 7.1, 7.3, 7.4 and 12.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 7 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.

         7.3 DIVIDENDS AND DISTRIBUTIONS. Unless the Committee determines
otherwise in its sole discretion (either in the agreement evidencing the
Restricted Stock Award at the time of grant or at any time after the grant of
the Restricted Stock Award), any dividends or distributions (other than regular
quarterly cash dividends) paid with respect to shares of Common Stock subject to
the unvested portion of a Restricted Stock Award will be subject to the same
restrictions as the shares to which such dividends or distributions relate. The
Committee will determine in its sole discretion whether any interest will be
paid on such dividends or distributions.

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         7.4 ENFORCEMENT OF RESTRICTIONS. To enforce the restrictions referred
to in this Section 7, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent, or
to maintain evidence of stock ownership, together with duly endorsed stock
powers, in a certificateless book-entry stock account with the Company's
transfer agent.

8.       PERFORMANCE STOCK AWARDS.
         -------------------------

         8.1 An Eligible Recipient may be granted one or more Performance Stock
Awards under the Plan, and the issuance of shares of Common Stock pursuant to
such Performance Stock Awards will be subject to such terms and conditions, if
any, consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion, including, but not limited to, the
achievement of one or more of the Performance Criteria.

         8.2 RESTRICTIONS ON TRANSFERS. The right to receive shares of
Performance Stock Awards on a deferred basis may not be sold, assigned,
transferred, pledged or otherwise encumbered, other than by will or the laws of
descent and distribution.

9.       EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.
         -----------------------------------------------------

         9.1 TERMINATION DUE TO DEATH OR DISABILITY. In the event a
Participant's employment or other service with the Company and all Subsidiaries
is terminated by reason of death or Disability:

                  (a) All outstanding Options then held by the Participant will
         become immediately exercisable in full and will remain exercisable for
         a period of one (1) year after such termination (but in no event after
         the expiration date of any such Option); and

                  (b) All Restricted Stock Awards then held by the Participant
         will become fully vested.

                  (c) Any conditions with respect to the issuance of shares of
         Common Stock pursuant to Performance Stock Awards will lapse.

         9.2 TERMINATION DUE TO RETIREMENT. Subject to Section 9.5 of the Plan,
in the event a Participant's employment or other service with the Company and
all Subsidiaries is terminated by reason of Retirement:

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                  (a) All outstanding Options then held by the Participant will,
         to the extent exercisable as of such termination, remain exercisable in
         full for a period of three (3) months after such termination (but in no
         event after the expiration date of any such Option). Options not
         exercisable as of such Retirement will be forfeited and terminate; and

                  (b) All Restricted Stock Awards then held by the Participant
         that have not vested as of such termination will be terminated and
         forfeited.

                  (c) All outstanding Performance Stock Awards then held by the
         Participant that have not vested as of such termination will be
         terminated and forfeited.

         9.3 TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR RETIREMENT.
Subject to Section 9.5 of the Plan, in the event a Participant's employment or
other service is terminated with the Company and all Subsidiaries for any reason
other than death, Disability or Retirement, or a Participant is in the employ of
a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless
the Participant continues in the employ of the Company or another Subsidiary):

                  (a) All outstanding Options then held by the Participant will,
         to the extent exercisable as of such termination, remain exercisable in
         full for a period of three months after such termination (but in no
         event after the expiration date of any such Option). Options not
         exercisable as of such termination will be forfeited and terminate; and

                  (b) All Restricted Stock Awards then held by the Participant
         that have not vested as of such termination will be terminated and
         forfeited.

                  (c) All outstanding Performance Stock Awards then held by the
         Participant that have not vested as of such termination will be
         terminated and forfeited.

         9.4 MODIFICATION OF RIGHTS UPON TERMINATION. Notwithstanding the other
provisions of this Section 9, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), cause Options (or any part
thereof) then held by such Participant to become or continue to become
exercisable and/or remain exercisable following such termination of employment
or service, and Restricted Stock Awards and Performance Stock Awards then held
by such Participant to vest and/or continue to vest or become free of
restrictions and conditions to issuance, as the case may be, following such
termination of employment or service, in each case in the manner determined by
the Committee; provided, however, that (a) no Option will become exercisable or
vest prior to six months from its date of grant (unless such exercisability or
vesting is by reason of death or Disability), (b) no Restricted Stock Award will
vest or be issued prior to six months from its date of grant (unless such
vesting or issuance is by reason of death or Disability) and (c) no Incentive
Award may remain exercisable or continue to vest for more than two years beyond
the date such Incentive Award would have terminated if not for the provisions of
this Section 9.4 but in no event beyond its expiration date.

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         9.5 EFFECTS OF ACTIONS CONSTITUTING CAUSE. Notwithstanding anything in
the Plan to the contrary, in the event that a Participant is determined by the
Committee, acting in its sole discretion, to have committed any action which
would constitute Cause as defined in Section 2.3, irrespective of whether such
action or the Committee's determination occurs before or after termination of
such Participant's employment or service with the Company or any Subsidiary, all
rights of the Participant under the Plan and any agreements evidencing an
Incentive Award then held by the Participant shall terminate and be forfeited
without notice of any kind. The Company may defer the exercise of any Option or
the vesting of any Restricted Stock Award for a period of up to forty-five (45)
days in order for the Committee to make any determination as to the existence of
Cause.

         9.6 DETERMINATION OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless
the Committee otherwise determines in its sole discretion, a Participant's
employment or other service will, for purposes of the Plan, be deemed to have
terminated on the date recorded on the personnel or other records of the Company
or the Subsidiary for which the Participant provides employment or service, as
determined by the Committee in its sole discretion based upon such records.

10.      PAYMENT OF WITHHOLDING TAXES.
         -----------------------------

         10.1 GENERAL RULES. The Company is entitled to (a) withhold and deduct
from future wages of the Participant (or from other amounts that may be due and
owing to the Participant from the Company or a Subsidiary), or make other
arrangements for the collection of, all legally required amounts necessary to
satisfy any and all federal, foreign, state and local withholding and
employment-related tax requirements attributable to an Incentive Award,
including, without limitation, the grant, exercise or vesting of, or payment of
dividends with respect to, an Incentive Award or a disqualifying disposition of
stock received upon exercise of an Incentive Stock Option, or (b) require the
Participant promptly to remit the amount of such withholding to the Company
before taking any action, including issuing any shares of Common Stock, with
respect to an Incentive Award.

         10.2 SPECIAL RULES. The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 10.1 of the Plan by
electing to tender, or by attestation as to ownership of, Previously Acquired
Shares that have been held for the period of time necessary to avoid a charge to
the Company's earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, by delivery of a Broker Exercise Notice or a
combination of such methods. For purposes of satisfying a Participant's
withholding or employment-related tax obligation, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market Value.

11.      CHANGE IN CONTROL.
         ------------------

         11.1 A "Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs has occurred:

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                  (a) the sale, lease, exchange or other transfer, directly or
         indirectly, of substantially all of the assets of the Company (in one
         transaction or in a series of related transactions) to any Successor;

                  (b) the approval by the stockholders of the Company of any
         plan or proposal for the liquidation or dissolution of the Company;

                  (c) any Successor (as defined in Section 11.2 below), other
         than a Bona Fide Underwriter (as defined in Section 11.2 below),
         becomes after the effective date of the Plan the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
         of (i) 20% or more, but not 50% or more, of the combined voting power
         of the Company's outstanding securities ordinarily having the right to
         vote at elections of directors, unless the transaction resulting in
         such ownership has been approved in advance by the Continuity Directors
         (as defined in Section 11.2 below), or (ii) more than 50% of the
         combined voting power of the Company's outstanding securities
         ordinarily having the right to vote at elections of directors
         (regardless of any approval by the Continuity Directors);

                  (d) a merger or consolidation to which the Company is a party
         if the stockholders of the Company immediately prior to effective date
         of such merger or consolidation have "beneficial ownership" (as defined
         in Rule 13d-3 under the Exchange Act), immediately following the
         effective date of such merger or consolidation, of securities of the
         surviving corporation representing (i) 50% or more, but not more than
         80%, of the combined voting power of the surviving corporation's then
         outstanding securities ordinarily having the right to vote at elections
         of directors, unless such merger or consolidation has been approved in
         advance by the Continuity Directors, or (ii) less than 50% of the
         combined voting power of the surviving corporation's then outstanding
         securities ordinarily having the right to vote at elections of
         directors (regardless of any approval by the Continuity Directors); or

                  (e) the Continuity Directors cease for any reason to
         constitute at least 50% or more of the Board.

         11.2 CHANGE IN CONTROL DEFINITIONS. For purposes of this Section 11:

                  (a) "CONTINUITY DIRECTORS" of the Company will mean any
         individuals who are members of the Board on the effective date of the
         Plan and any individual who subsequently becomes a member of the Board
         whose election, or nomination for election by the Company's
         stockholders, was approved by a vote of at least a majority of the
         Continuity Directors (either by specific vote or by approval of the
         Company's proxy statement in which such individual is named as a
         nominee for director without objection to such nomination).

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<PAGE>

                  (b) "BONA FIDE UNDERWRITER" means an entity engaged in
         business as an underwriter of securities that acquires securities of
         the Company through such entity's participation in good faith in a firm
         commitment underwriting until the expiration of 40 days after the date
         of such acquisition.

                  (c) "SUCCESSOR" means any individual, corporation,
         partnership, group, association or other person," as such term is used
         in Section 13(d) or Section 14(d) of the Exchange Act, other than the
         Company, any "affiliate" (as defined below) or any benefit plan(s)
         sponsored by the Company or any affiliate that succeeds to, or has the
         practical ability to control (either immediately or solely with the
         passage of time), the Company's business directly, by merger,
         consolidation or other form of business combination, or indirectly, by
         purchase of the Company's outstanding securities ordinarily having the
         right to vote at the election of directors or all or substantially all
         of its assets or otherwise. For this purpose, an "affiliate" is (i) any
         corporation at least a majority of whose outstanding securities
         ordinarily having the right to vote at elections of directors is owned
         directly or indirectly by the Company or (ii) any other form of
         business entity in which the Company, by virtue of a direct or indirect
         ownership interest, has the right to elect a majority of the members of
         such entity's governing body.

         11.3 ACCELERATION OF VESTING. Without limiting the authority of the
Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the
Company occurs, then, if approved by the Committee in its sole discretion either
in an agreement evidencing an Incentive Award at the time of grant or at any
time after the grant of an Incentive Award: (a) all Options that have been
outstanding for at least six months will become immediately exercisable in full
and will remain exercisable in accordance with their terms; (b) all Restricted
Stock Awards that have been outstanding for at least six months will become
immediately fully vested and non-forfeitable; and (c) any conditions to the
issuance of shares of Common Stock pursuant to Performance Stock Awards that
have been outstanding for at least six months will lapse.

         11.4 CASH PAYMENT. If a Change in Control of the Company occurs, then
the Committee, if approved by the Committee in its sole discretion either in an
agreement evidencing an Incentive Award at the time of grant or at any time
after the grant of an Incentive Award, and without the consent of any
Participant affected thereby, may determine that:

                  (a) some or all Participants holding outstanding Options will
         receive, with respect to some or all of the shares of Common Stock
         subject to such Options, as of the effective date of any such Change in
         Control of the Company, cash in an amount equal to the excess of the
         Fair Market Value of such shares immediately prior to the effective
         date of such Change in Control of the Company over the exercise price
         per share of such Options; and

                  (b) any Options which, as of the effective date of any such
         Change in Control, are "underwater" (as defined in Section 3.2(d))
         shall terminate as of the effective date of any such Change in Control.

                  (c) some or all Participants holding Performance Stock Awards
         will receive, with respect to some or all of the shares of Common Stock
         subject to such Performance Stock Awards that remain subject to
         issuance based upon the future achievement of Performance Criteria as


                                       12
<PAGE>

         of the effective date of any such Change in Control of the Company,
         cash in an amount equal the Fair Market Value of such shares
         immediately prior to the effective date of such Change in Control.

         11.5 LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding anything
in Section 11.3 or 11.4 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the exercisability of an Option as provided in
Section 11.3 or the payment of cash in exchange for all or part of an Option as
provided in Section 11.4 (which acceleration or payment could be deemed a
"payment" within the meaning of Section 280G(b)(2) of the Code), together with
any other "payments" that such Participant has the right to receive from the
Company or any corporation that is a member of an "affiliated group" (as defined
in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of
which the Company is a member, would constitute a "parachute payment" (as
defined in Section 280G(b)(2) of the Code), then the "payments" to such
Participant pursuant to Section 11.3 or 11.4 of the Plan will be reduced to the
largest amount as will result in no portion of such "payments" being subject to
the excise tax imposed by Section 4999 of the Code; provided, however, that if a
Participant is subject to a separate agreement with the Company or a Subsidiary
which specifically provides that payments attributable to one or more forms of
employee stock incentives or to payments made in lieu of employee stock
incentives will not reduce any other payments under such agreement, even if it
would constitute an excess parachute payment, or provides that the Participant
will have the discretion to determine which payments will be reduced in order to
avoid an excess parachute payment, then the limitations of this Section 11.4
will, to that extent, not apply.

12.      RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.
         ----------------------------------------------------------------

         12.1 EMPLOYMENT OR SERVICE. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.

         12.2 RIGHTS AS A STOCKHOLDER. As a holder of Incentive Awards (other
than Restricted Stock Awards), a Participant will have no rights as a
stockholder unless and until such Incentive Awards are exercised for, or paid in
the form of, shares of Common Stock and the Participant becomes the holder of
record of such shares. Except as otherwise provided in the Plan, no adjustment
will be made for dividends or distributions with respect to such Incentive
Awards as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may
determine in its discretion.

         12.3 RESTRICTIONS ON TRANSFER.

                  (a) Except pursuant to testamentary will or the laws of
         descent and distribution or as otherwise expressly permitted by
         subsections (b) and (c) below, no right or interest of any Participant
         in an Incentive Award prior to the exercise (in the case of Options) or
         vesting (in the case of Restricted Stock Awards) of such Incentive
         Award will be assignable or transferable, or subjected to any lien,
         during the lifetime of the Participant, either voluntarily or
         involuntarily, directly or indirectly, by operation of law or
         otherwise.

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<PAGE>

                  (b) A Participant will be entitled to designate a beneficiary
         to receive an Incentive Award upon such Participant's death, and in the
         event of such Participant's death, payment of any amounts due under the
         Plan will be made to, and exercise of any Options (to the extent
         permitted pursuant to Section 9 of the Plan) may be made by, such
         beneficiary. If a deceased Participant has failed to designate a
         beneficiary, or if a beneficiary designated by the Participant fails to
         survive the Participant, payment of any amounts due under the Plan will
         be made to, and exercise of any Options (to the extent permitted
         pursuant to Section 9 of the Plan) may be made by, the Participant's
         legal representatives, heirs and legatees. If a deceased Participant
         has designated a beneficiary and such beneficiary survives the
         Participant but dies before complete payment of all amounts due under
         the Plan or exercise of all exercisable Options, then such payments
         will be made to, and the exercise of such Options may be made by, the
         legal representatives, heirs and legatees of the beneficiary.

                  (c) Upon a Participant's request, the Committee may, in its
         sole discretion, permit a transfer of all or a portion of a
         Non-Statutory Stock Option, other than for value, to such Participant's
         child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
         former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
         son-in-law, daughter-in-law, brother-in-law, or sister-in-law, any
         person sharing such Participant's household (other than a tenant or
         employee), a trust in which any of the foregoing have more than fifty
         percent of the beneficial interests, a foundation in which any of the
         foregoing (or the Participant) control the management of assets, and
         any other entity in which these persons (or the Participant) own more
         than fifty percent of the voting interests. Any permitted transferee
         will remain subject to all the terms and conditions applicable to the
         Participant prior to the transfer. A permitted transfer may be
         conditioned upon such requirements as the Committee may, in its sole
         discretion, determine, including, but not limited to execution and/or
         delivery of appropriate acknowledgements, opinion of counsel, or other
         documents by the transferee.

         12.4 NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.

13.      SECURITIES LAW AND OTHER RESTRICTIONS.
         --------------------------------------

         Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable securities laws of a state or foreign jurisdiction or an exemption
from such registration under the Securities Act and applicable state or foreign
securities laws, and (b) there has been obtained any other consent, approval or
permit from any other U.S. or foreign regulatory body which the Committee, in


                                       14
<PAGE>

its sole discretion, deems necessary or advisable. The Company may condition
such issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or
advisable by the Company in order to comply with such securities law or other
restrictions.

14.      PLAN AMENDMENT, MODIFICATION AND TERMINATION.
         ---------------------------------------------

         The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Incentive Awards under the Plan will conform to
any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that no
such amendments to the Plan will be effective without approval of the Company's
stockholders if: (i) stockholder approval of the amendment is then required
pursuant to Section 422 of the Code or the rules of any stock exchange or Nasdaq
or similar regulatory body; or (ii) such amendment seeks to modify Section
3.2(d) hereof. No termination, suspension or amendment of the Plan may adversely
affect any outstanding Incentive Award without the consent of the affected
Participant; provided, however, that this sentence will not impair the right of
the Committee to take whatever action it deems appropriate under Sections
3.2(c), 4.3 and 11 of the Plan.

15.      EFFECTIVE DATE AND DURATION OF THE PLAN.
         ----------------------------------------

         The Plan is effective as of the Effective Date. The Plan will terminate
at midnight on November 5, 2014, and may be terminated prior to such time by
Board action. No Incentive Award will be granted after termination of the Plan.
Incentive Awards outstanding upon termination of the Plan may continue to be
exercised, or become free of restrictions, according to their terms.

16.      MISCELLANEOUS.
         --------------

         16.1 GOVERNING LAW. Except to the extent expressly provided herein or
in connection with other matters of corporate governance and authority (all of
which shall be governed by the laws of the Company's jurisdiction of
incorporation), the validity, construction, interpretation, administration and
effect of the Plan and any rules, regulations and actions relating to the Plan
will be governed by and construed exclusively in accordance with the laws of the
State of California notwithstanding the conflicts of laws principles of any
jurisdictions.

         16.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.

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